XXI.NYSETwenty One Capital, INC
S-1/A: Twenty One Capital Files S-1/A for Convertible Notes Resale
Sentiment:
Registration Statement Amendment
Twenty One Capital, Inc. filed an S-1/A registration statement for the resale of up to $464 million in 1.00% convertible senior notes due 2030 and underlying Class A common stock, following its business combination.
Capital raiseThe company issued $486.5 million in 1.00% convertible senior notes due 2030 at Closing, including Subscription Notes ($340.2 million), Option Notes ($100 million), and Exchange Notes ($46.3 million).The April Equity PIPE involved the issuance and sale of 20,000,000 CEP Class A Ordinary Shares for an aggregate purchase price of $200 million.The June Equity PIPE involved the issuance and sale of 7,857,143 CEP Class A Ordinary Shares for an aggregate purchase price of $165 million.The company's ability to generate cash flow is largely dependent on its ability to raise capital to acquire additional Bitcoin and to develop and improve its learning programs and educational content.Management states that if additional financing is required from outside sources, the company may not be able to raise such capital on terms acceptable or at all, which would materially and adversely affect its business.
Worse than expectedTwenty One Capital, Inc. reported a net loss of $(65,554) for the period from March 7, 2025 (inception) to September 30, 2025, and a net working capital deficit and accumulated deficit of $65,554 as of September 30, 2025.Twenty One Assets, LLC reported a net loss of $(1,063,452) for the period from April 17, 2025 (inception) to September 30, 2025, and an accumulated deficit of $1,063,452 as of September 30, 2025.Management has determined that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern through twelve months from the date of the financial statements.
Summary
- Twenty One Capital, Inc. (Pubco) was incorporated on March 7, 2025, and completed a business combination on December 8, 2025, with Cantor Equity Partners, Inc. (CEP) and Twenty One Assets, LLC (Twenty One).
- The company's primary activities include actively accumulating and managing Bitcoin holdings, and developing educational materials and branded content to promote Bitcoin literacy.
- The filing registers for resale up to $464,045,000 in aggregate principal amount of 1.00% convertible senior notes due 2030 and up to 33,450,252 shares of Class A Common Stock issuable upon conversion.
- The Convertible Notes are senior, secured obligations of Twenty One Capital, bearing 1.00% annual interest payable semi-annually, and mature on December 1, 2030.
- The notes are secured by a first-priority security interest in 16,116.31574065 Bitcoin, valued at $1,459.5 million based on the Bitcoin Price averaged over the ten consecutive days immediately prior to the Closing.
- The initial conversion rate for the Convertible Notes is 72.0841 shares of Class A Common Stock per $1,000 principal amount, based on a reference price of $10.00 per share and a 30% premium over a Bitcoin price ratio.
- As of the Closing, Twenty One held approximately 43,500 Bitcoin.
- Tether, Bitfinex, and SoftBank collectively beneficially own approximately 88% of the outstanding Class A Common Stock (excluding dilutive effects) and hold all Class B voting common stock.
- Pro forma financial results for the nine months ended September 30, 2025, show a net loss of $(21,365,590) and a pro forma loss per share of $(0.06).
- Pro forma financial results for the year ended December 31, 2024, show a net loss of $(92,975,781) and a pro forma loss per share of $(0.27).
- The company is an emerging growth company and a smaller reporting company, taking advantage of reduced public company reporting requirements.
- Twenty One Capital is a controlled company under NYSE rules due to Tether and Bitfinex's combined voting power, allowing it to utilize certain corporate governance exemptions.
Sentiment
Score: 3
Explanation: StockSavvy.ai views this filing with a cautious sentiment. While the company has a clear strategic vision in the growing Bitcoin space and strong institutional backing, the significant 'going concern' warning, lack of revenue, and high dependence on Bitcoin's volatile price present substantial risks for investors.
Positives
- The company has a clear, Bitcoin-exclusive business strategy focused on accumulation, management, and education, with future plans for Bitcoin-centric financial services.
- The ownership structure, with significant stakes from Tether, Bitfinex, and SoftBank, provides meaningful alignment with the Bitcoin-focused strategy and long-term vision.
- Initial Bitcoin holdings of approximately 43,500 Bitcoin provide a substantial asset base for the company's strategy.
- The company aims to leverage its CEO, Jack Mallers, as a globally recognized voice in the Bitcoin space to drive adoption and literacy cost-effectively.
- The Services Agreement with Tether is designed to enhance operational efficiency and reduce overhead costs during early growth stages by leveraging Tether's expertise and infrastructure.
- The company's corporate governance includes independent director representation on audit, compensation, and nominating committees, and regular executive sessions for independent directors.
Negatives
- Twenty One Capital has a limited operating history and has not yet generated any revenues, making it difficult to evaluate its business and future prospects.
- The company has reported historical and expected future operating losses and negative operating cash flows, raising substantial doubt about its ability to continue as a going concern.
- The business is heavily dependent on the highly volatile price of Bitcoin, which can significantly impact operating results and the market price of Class A Common Stock.
- The concentration of Bitcoin holdings limits diversification and enhances risks inherent in the Bitcoin acquisition strategy.
- The Class A Common Stock is non-voting, limiting the influence of public shareholders on significant decisions.
- Tether, Bitfinex, and SoftBank's concentrated ownership and voting control may lead to decisions that conflict with the interests of other shareholders.
- The company's indebtedness, including the Convertible Notes, could adversely affect its financial condition and ability to meet obligations, especially if Bitcoin value declines.
- The accounting treatment for Bitcoin holdings (ASU 2023-08) is expected to introduce significant volatility to financial results.
Risks
- Limited operating history and no revenues make it difficult to evaluate business and future prospects, with no guarantee of profitability.
- Operating results, revenues, and expenses may fluctuate significantly due to the highly volatile nature of Bitcoin.
- Competition in the digital assets industry is intense, with traditional financial firms, fintech providers, and other Bitcoin-focused companies.
- The emergence or growth of other digital assets, including central bank digital currencies or stablecoins, could negatively impact Bitcoin's price.
- High dependence on the services of CEO Jack Mallers, who also serves as CEO of Strike, potentially leading to less dedicated time or conflicts of interest.
- Reliance on Tether for administrative and operational services, whose interests may conflict with other shareholders.
- Bitcoin holdings are less liquid than cash and cash equivalents and may not serve as a sufficient source of liquidity, especially the 16,116.31574065 Bitcoin pledged as collateral.
- Risks related to Bitcoin custody, including loss or destruction of private keys, cyberattacks, and insufficient insurance coverage for Bitcoin holdings.
- The accounting treatment of Bitcoin holdings (ASU 2023-08) will introduce significant volatility to reported financial results.
- Significant legal, commercial, regulatory, and technical uncertainty surrounding Bitcoin and other digital assets, including potential classification as a security.
- Regulatory changes classifying Bitcoin as a security could lead to classification as an investment company under the Investment Company Act, imposing additional regulatory controls.
- Due to the unregulated nature and lack of transparency of many Bitcoin trading venues, there is a risk of fraud, security failures, or market manipulation (e.g., wash trading, front-running).
- Bitcoin is susceptible to malicious attacks, including 51% attacks, which could adversely impact its price.
- Compliance and risk management methods might not be effective, leading to legal liability, financial losses, and regulatory sanctions.
- The company's plan to accelerate Bitcoin adoption and literacy through online learning programs and educational content is a new business line with inherent operational challenges and competition.
- Future Bitcoin-related financial and advisory services are subject to extensive regulation and the company has no prior experience in these lines.
- A significant decrease in the market value of Bitcoin holdings could adversely affect the ability to satisfy financial obligations.
- The company incurs significant costs as a public company, including legal, accounting, and compliance expenses.
- Management team has limited experience managing a U.S. public company.
- Future resales of Class A Common Stock by major shareholders (Tether, Bitfinex, SoftBank, Sponsor) could cause significant price drops.
- The non-voting nature of Class A Common Stock limits shareholder influence and exempts the company from certain U.S. securities law provisions.
- The Indenture governing Convertible Notes contains restrictive covenants that may limit operational flexibility.
- The obligation to repurchase Convertible Notes upon a Fundamental Change could significantly strain liquidity.
- The conversion rate of Convertible Notes may not be adjusted for all dilutive events, potentially leading to less valuable consideration upon conversion.
- Liquidity, regulatory actions, and market conditions may adversely affect the trading price and liquidity of Convertible Notes and arbitrage strategies.
- Cross-default provisions in the Indenture could accelerate all indebtedness.
- A lowering or withdrawal of debt ratings could increase borrowing costs and reduce access to capital.
- There may not be sufficient collateral securing the Convertible Notes, and collateral can be released automatically under certain circumstances without reinstatement mechanisms.
- No existing public trading market for the Convertible Notes, limiting liquidity.
- Unrealized fair value gains on Bitcoin holdings could trigger the corporate alternative minimum tax under the Inflation Reduction Act of 2022.
Future Outlook
Twenty One Capital plans to expand its operations in the future to include Bitcoin-centric financial services, such as structured debt and equity products and lending activities. The launch of these services is contingent on generating sufficient revenues from initial activities, obtaining regulatory approvals, market needs, and the macroeconomic environment. The company intends to continue its long-term Bitcoin accumulation strategy, aiming to increase Bitcoin per share (BPS) and Bitcoin Rate of Return (BRR) over time, and will utilize future financings for strategic Bitcoin acquisitions and growth initiatives. The company does not currently intend to hedge its Bitcoin exposure, believing in its long-term appreciation.
Management Comments
- Jack Mallers is a visionary entrepreneur and one of Bitcoin's most influential advocates, shaping its perception and furthering its adoption by institutions, corporations and governments.
- Jack Mallers is building the first true Bitcoin-native public company, designed to maximize Bitcoin Per Share and redefine corporate treasury strategy for the Bitcoin era.
- Twenty One Capital is committed to a long-term Bitcoin accumulation strategy grounded in its belief that Bitcoin represents a superior monetary asset and a foundation for long-term shareholder value.
- Twenty One Capital views its Bitcoin position as a strategic reserve asset and has no present intention to sell Bitcoin, except under exceptional circumstances like operational needs or strategic investments.
- Twenty One Capital believes its education efforts can generate both direct revenue and indirect value by advancing Bitcoin literacy and accelerating adoption, which could contribute to Bitcoin's long-term appreciation.
- Twenty One Capital believes that its ability to selectively leverage Tether's world-class expertise, infrastructure, and operational excellence positions it to accelerate its go-to-market efforts, strengthen compliance readiness, and operate with leaner fixed costs.
Industry Context
StockSavvy.ai notes that Twenty One Capital is positioning itself as a 'Bitcoin-native' operating company, a strategy that seeks to differentiate it from traditional financial firms entering the crypto space and from passive Bitcoin investment vehicles like spot Bitcoin ETPs. The company's emphasis on Bitcoin accumulation, education, and future financial services aligns with the broader trend of increasing institutional and retail interest in Bitcoin, while also navigating the highly volatile and evolving regulatory landscape of digital assets. The reliance on a single custodian (Anchorage) and the significant influence of major shareholders like Tether and SoftBank are notable aspects within the competitive and often fragmented digital asset industry.
Comparison to Industry Standards
- Twenty One Capital's strategy of actively accumulating Bitcoin and managing its holdings, while also developing educational content, differentiates it from traditional Bitcoin ETFs/ETPs which typically offer passive exposure.
- Unlike many spot Bitcoin ETPs, Twenty One Capital does not aim to passively track Bitcoin's price but uses metrics like Bitcoin per share (BPS) and Bitcoin Rate of Return (BRR) to guide its capital allocation and strategic decisions, suggesting a more active management approach.
- The company's structure as a Texas corporation, rather than a statutory trust like many ETPs, means it does not operate under a trust agreement requiring stated investment objectives, offering greater flexibility but potentially less transparency on daily holdings compared to ETPs.
- The company's status as an emerging growth company and smaller reporting company allows for reduced public company reporting requirements, which could make comparisons with larger, more established public companies in the financial or technology sectors challenging.
- The concentration of Bitcoin holdings and the significant influence of major shareholders (Tether, Bitfinex, SoftBank) present a corporate governance structure that differs from widely held public companies, potentially impacting decision-making and alignment with minority shareholders.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer, President, Director | NA | Jack Mallers | 2025-12-08 | Appointment upon Business Combination Closing |
| Chief Financial Officer | NA | Steven Meehan | 2025-12-08 | Appointment upon Business Combination Closing |
| General Counsel, Chief Compliance Officer | NA | James Nguyen | 2025-12-08 | Appointment upon Business Combination Closing |
| Director | NA | Paolo Ardoino | 2025-12-08 | Designee of Tether upon Business Combination Closing |
| Director | NA | Zachary Lyons | 2025-12-08 | Designee of Tether upon Business Combination Closing |
| Director | NA | Robert Bo Hines | 2025-12-08 | Designee of Tether upon Business Combination Closing |
| Director | NA | Raphael Zagury | 2025-12-08 | Designee of Tether upon Business Combination Closing |
| Director | NA | Jared Roscoe | 2025-12-08 | Designee of SoftBank upon Business Combination Closing |
| Director | NA | Vikas J. Parekh | 2025-12-08 | Designee of SoftBank upon Business Combination Closing |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | The Company Board is composed of seven directors: four designated by Tether (at least two independent), two designated by SoftBank (at least one independent), and the CEO of Twenty One Capital. | 2025-12-08 | Concentrates significant influence over decision-making with Tether and SoftBank, potentially limiting the voice of other shareholders. |
| Voting Rights | Class A Common Stock has no voting rights (except as required by Texas law) until all Class B Common Stock is canceled. Class B Common Stock holders (Tether, Bitfinex, SoftBank) have one vote per share. | 2025-12-08 | Significantly limits the voting power of public Class A shareholders, concentrating control with major institutional holders. |
| Controlled Company Status | Twenty One Capital qualifies as a controlled company under NYSE rules due to Tether and Bitfinex's combined voting power, allowing it to utilize exemptions from certain corporate governance requirements (e.g., majority independent board). | 2025-12-08 | Reduces certain corporate governance protections typically afforded to shareholders of non-controlled public companies. |
| Board Committees | Established standing audit, compensation, and nominating committees with independent director representation. Audit committee is entirely independent. SoftBank designees have proportionate representation on ad hoc/special committees. | 2025-12-08 | Provides a framework for oversight and compliance, with independent input on key areas, despite the controlled company status. |
| Reserved Matters | Certain Board decisions (20% Reserved Matters and 10% Reserved Matters) require approval by all directors designated by parties holding 20% or more, or 10% or more, of the company's voting rights, respectively. These include material business alterations, Bitcoin sales above thresholds, financing terms, and amendments to organizational documents. | 2025-12-08 | Grants significant veto power to major shareholders (Tether, Bitfinex, SoftBank) over critical strategic and financial decisions, reinforcing their control. |
| Exclusive Forum Provision | Amended and Restated Certificate of Formation designates the Business Court in the First Business Court Division of the State of Texas as the exclusive forum for certain internal entity claims, with exceptions for federal securities law claims. | 2025-12-08 | May limit shareholders' ability to choose a favorable judicial forum and could increase costs for litigation, potentially discouraging lawsuits. |
| Jury Trial Waiver | Amended and Restated Certificate of Formation includes an irrevocable waiver of the right to a jury trial for all internal entity claims. | 2025-12-08 | May lead to different outcomes than a jury trial and could discourage lawsuits against directors, officers, employees, and shareholders due to perceived disadvantages of a non-jury process. |
| Derivative Suit Ownership Threshold | Requires a shareholder or group of shareholders to beneficially own at least 3% of outstanding common stock to institute a derivative proceeding, with automatic increases to match future TBOC maximums. | 2025-12-08 | Raises the bar for shareholders to bring derivative lawsuits, potentially limiting accountability for management and directors. |
| Waiver of Corporate Opportunities | Explicitly waives corporate opportunities for Tether, SoftBank, and their affiliated companies, including officers and directors serving the company. | 2025-12-08 | Allows major shareholders and their affiliates to pursue business opportunities that might otherwise be available to Twenty One Capital, potentially creating conflicts of interest and limiting growth opportunities for the company. |
Legal Proceedings
- No current legal proceedings are party to Twenty One Capital or its subsidiaries that, if determined adversely, would individually or in the aggregate have a material adverse effect on their business or financial condition.
Related Party Transactions
- Services Agreement with Tether: Tether provides IT, legal, cybersecurity, treasury, HR, and investor relations services for $30,000 per calendar quarter.
- PIPE Engagement Letter with CF&Co.: CF&Co. received a cash fee of approximately $19.9 million for placement agent services related to PIPE Investments; no Engagement Letter Notes were received.
- Sponsor Convertible Notes Subscription Agreement: The Sponsor purchased $12,791,000 in Option Notes.
- Securities Exchange Agreement: The Sponsor exchanged 4,630,000 shares of Class A Common Stock for $46,300,000 principal amount of Convertible Notes (Exchange Notes).
- Amended and Restated Registration Rights Agreement: Grants customary registration rights to the Sponsor, Tether, Bitfinex, and SoftBank for 309,182,606 shares of Class A Common Stock.
- Lock-Up Agreements: Tether, Bitfinex, and SoftBank agreed to transfer restrictions on their Class A Common Stock for six months from Closing (or until resale registration statement is effective), with certain exceptions.
- Cantor F&F Sale: Tether sold 500,000 shares of Class A Common Stock to the Sponsor for $5,000,000 cash on October 16, 2025.
- SoftBank Purchase Agreement: Tether transferred 89,106,748 shares of Class A and Class B Common Stock to SoftBank for $999,300,487.76 immediately following the Closing.
- Sponsor Loan: The Sponsor committed up to $1,750,000 to CEP for expenses, with approximately $904,000 outstanding as of September 30, 2025. This loan was converted into Class A ordinary shares at Closing, except for certain SEC/Nasdaq fees repaid in cash.
- Administrative Services Agreement: CEP agreed to pay $10,000 per month to the Sponsor for office space and administrative support, incurring $90,000 for the nine months ended September 30, 2025.
Stakeholder Impact
- Shareholders (Class A Common Stock): Face significant dilution risk from future equity issuances and conversion of Convertible Notes. Their voting rights are limited due to the non-voting nature of Class A shares and the concentrated control of Class B shareholders. They are exposed to high volatility in Bitcoin price and the company's 'going concern' risk.
- Convertible Note Holders: Have senior secured claims on 16,116.31574065 Bitcoin, providing some protection, but face risks if collateral value declines or is insufficient. Their ability to sell notes may be limited by the lack of a public trading market.
- Employees: The company's ability to attract and retain talent is crucial for its growth strategy, particularly in new business lines like education and financial services. Executive compensation includes significant equity awards tied to performance and service.
- Customers (future): Will benefit from the company's educational content and planned Bitcoin-centric financial services, but the success of these offerings depends on effective execution and regulatory navigation.
- Tether, Bitfinex, and SoftBank (Major Shareholders): Maintain significant control and influence over the company's strategic direction and board decisions through their Class B voting shares and board designation rights. They are also involved in various related-party transactions and have lock-up agreements on their shares.
- Creditors: The Convertible Notes are secured, providing a first-priority lien on a substantial portion of Bitcoin holdings, but the value of this collateral is volatile and subject to bankruptcy law limitations.
Next Steps
- Twenty One Capital will commence development of educational materials and branded content shortly after the Business Combination Closing.
- Preparation for the launch of Bitcoin-centric financial services is expected to begin shortly, with launch timing subject to regulatory approvals, market needs, and the macroeconomic environment.
- The company plans to scale its educational initiatives over time, involving building a dedicated content team and infrastructure.
- Twenty One Capital will continuously examine the risks and rewards of its Bitcoin acquisition strategy and revisit its hedging policy periodically.
- The company will need to raise additional financing to fund future operations and growth opportunities.
- The company will need to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act.
Key Dates
| Date | Description |
|---|---|
| 2020-11-11 | Cantor Equity Partners, Inc. (CEP) incorporated. |
| 2020-11-XX | Sponsor purchased 14,375,000 Class B ordinary shares of CEP. |
| 2021-05-27 | Sponsor agreed to loan CEP up to $300,000 (Pre-IPO Note). |
| 2022-12-31 | CEP's balance sheet date. |
| 2023-01-01 | Start of CEP's fiscal year for 2023 financial statements. |
| 2023-06-08 | Sponsor surrendered 7,906,250 Class B ordinary shares of CEP for no consideration. |
| 2023-12-31 | End of CEP's fiscal year for 2023 financial statements. |
| 2024-01-01 | Start of CEP's fiscal year for 2024 financial statements. |
| 2024-02-21 | Sponsor surrendered 3,593,750 Class B ordinary shares of CEP for no consideration. |
| 2024-08-12 | CEP's Initial Public Offering registration statement declared effective; Insider Letter dated. |
| 2024-08-13 | Class A ordinary shares of CEP first listed on Nasdaq Stock Market; administrative services agreement with Sponsor commenced. |
| 2024-08-14 | CEP consummated Initial Public Offering of 10,000,000 Class A ordinary shares; Sponsor purchased 300,000 Private Placement Shares; Sponsor surrendered 375,000 Class B ordinary shares due to underwriter not exercising over-allotment option. |
| 2024-11-05 | Amended and restated promissory note (Sponsor Loan) entered into by CEP in favor of the Sponsor, effective August 12, 2024. |
| 2024-11-14 | CEP filed its Form 10-Q. |
| 2024-12-31 | End of CEP's fiscal year for 2024 financial statements. |
| 2025-01-01 | Start of pro forma period for nine months ended September 30, 2025. |
| 2025-01-21 | SEC announced then-Acting SEC Chairman Mark Uyeda launched a crypto task force. |
| 2025-01-23 | President Trump signed Executive Order to promote growth and use of digital assets. |
| 2025-01-XX | China's central bank digital currency project made available to consumers. |
| 2025-01-XX | U.S. Department of Justice gained approval from Northern District Court of California to liquidate 69,370 Bitcoin seized from Silk Road marketplace. |
| 2025-02-XX | $1.5 billion of digital assets stolen from Bybit cryptocurrency exchange. |
| 2025-02-XX | SEC announced filing of joint stipulation with Coinbase, Inc. and Coinbase Global Inc. to dismiss civil enforcement action against their crypto platform. |
| 2025-03-03 | SEC agreed to dismiss enforcement action against Kraken. |
| 2025-03-07 | Twenty One Capital, Inc. incorporated in Texas; Office of the Comptroller of the Currency (OCC) issued letter rescinding previous guidance on crypto-asset activities. |
| 2025-03-28 | Federal Deposit Insurance Corporation (FDIC) issued letter rescinding previous letter on crypto-related activities. |
| 2025-04-01 | Vesting start date for CEO Time-Based Award and CFO Performance-Based Award. |
| 2025-04-04 | SEC issued statement concluding covered stablecoins do not involve offer or sale of securities. |
| 2025-04-08 | CFTC Acting Chairman Caroline Pham directed CFTC Staff to deprioritize actions involving violations of registration requirements under the Commodity Exchange Act. |
| 2025-04-17 | Twenty One Assets, LLC incorporated in Delaware and converted to a Delaware limited liability company. |
| 2025-04-21 | Day prior to Business Combination Agreement date, used for Bitcoin price averaging ($84,863.57). |
| 2025-04-22 | Business Combination Agreement signed; Convertible Notes Subscription Agreements entered; April Equity PIPE Subscription Agreements entered; Sponsor Support Agreement entered; PIPE Engagement Letter entered; SoftBank Purchase Agreement entered; Contribution Agreement entered; M&A Engagement Letter entered. |
| 2025-04-24 | Board of Governors of the Federal Reserve System withdrew previous guidance on crypto-asset activities. |
| 2025-05-07 | OCC issued letter confirming national banks may provide crypto-asset custody and execution services. |
| 2025-05-22 | Option Period for Convertible Notes expired; Option fully subscribed by Convertible Note Investors and Sponsor; Sponsor Convertible Notes Subscription Agreement entered. |
| 2025-06-19 | June Equity PIPE Subscription Agreements entered. |
| 2025-06-23 | June PIPE Bitcoin Sale and Purchase Agreement entered; SoftBank Purchase Agreement amended and restated. |
| 2025-06-25 | Amendment No. 1 to Sponsor Support Agreement entered; PIPE Engagement Letter amended. |
| 2025-06-30 | Twenty One Capital's consolidated balance sheet date. |
| 2025-07-17 | U.S. House of Representatives passed Digital Asset Market Clarity Act (CLARITY Act); U.S. Congress passed Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act). |
| 2025-07-18 | President Donald Trump signed GENIUS Act into law. |
| 2025-07-26 | Amendment No. 1 to Business Combination Agreement entered. |
| 2025-07-30 | Working group published report on strengthening American leadership in digital financial technology. |
| 2025-08-01 | Bitcoin price was $63,212.98. |
| 2025-08-05 | Bitcoin price was $53,127.99. |
| 2025-08-23 | Bitcoin price had risen to $63,575.17. |
| 2025-09-09 | Twenty One Merger Sub A, B, and C dissolved. |
| 2025-09-12 | Department of Treasury and IRS issued proposed regulations for corporate alternative minimum tax (CAMT). |
| 2025-09-30 | End of nine-month period for pro forma financial statements. |
| 2025-10-16 | Cantor F&F SPA entered into between Tether and the Sponsor. |
| 2025-10-XX | UK ban on marketing and sale of exchange-traded notes referencing crypto-assets to retail customers lifted. |
| 2025-11-01 | Bitcoin price was $110,040.70. |
| 2025-11-05 | Pubco's Registration Statement on Form S-4 became effective. |
| 2025-11-06 | Company filed definitive proxy statement for extraordinary general meeting. |
| 2025-11-XX | Binance Holdings Ltd. and its CEO reached settlement with U.S. Department of Justice, CFTC, OFAC, and FinCEN. |
| 2025-12-01 | Maturity Date for Convertible Notes. |
| 2025-12-03 | CEP held extraordinary general meeting of shareholders to approve Business Combination. |
| 2025-12-08 | Closing Date of the Business Combination; Convertible Notes issued; Indenture executed; Security Agreement executed; Governance Agreement entered; Indemnification Agreements entered; CEO Employment Agreement and CEO Option Award Agreement entered; CFO Employment Agreement entered; Incentive Plan adopted and effective. |
| 2025-12-09 | Twenty One Capital's Class A Common Stock listed on NYSE under XXI; OCC issued new letter confirming national banks may engage in riskless principal crypto-asset transactions. |
| 2025-12-15 | First interest payment date for Convertible Notes. |
| 2025-12-XX | His Majesty's Treasury laid draft legislation before UK Parliament to bring crypto-asset activities within UK's financial regulatory perimeter. |
| 2025-12-31 | End of calendar quarter for potential Convertible Notes conversion based on reported sale price. |
| 2026-01-02 | CFO Amended Option Award Agreement entered into. |
| 2026-02-09 | Date of this S-1/A filing. |
| 2026-04-01 | First vesting anniversary for CEO Time-Based Award and CFO Time-Based Award. |
| 2026-08-14 | End of Combination Period for CEP to consummate a Business Combination. |
| 2027-01-01 | Effective date for ASU 2024-03 (Income Statement Expense Disaggregation) for annual reporting periods. |
| 2027-01-01 | Effective date for ASU 2025-03 (Business Combinations) for interim and annual reporting periods. |
| 2027-10-25 | New UK regulatory regime for crypto-assets expected to apply. |
| 2028-04-XX | Next Bitcoin halving expected. |
| 2028-01-01 | Effective date for ASU 2024-03 (Income Statement Expense Disaggregation) for interim reporting periods. |
| 2029-04-01 | End of vesting period for CFO Time-Based Award. |
| 2030-04-01 | End of vesting period for CEO Performance-Based Award. |
| 2030-06-01 | Six months prior to Maturity Date of Convertible Notes, affecting conversion conditions. |
| 2140-XX-XX | Estimated year for Bitcoin's 21 million supply cap to be reached. |
Keywords
Bitcoin, Convertible Notes, Digital Assets, SEC Filing, S-1/A, Twenty One Capital, XXI, Cryptocurrency, Business Combination, SPAC, Tether, Bitfinex, SoftBank, Financial Services, Education, Risk Factors, Corporate Governance, Debt Securities, Capital Raise, Market Volatility, Regulatory Uncertainty
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