S-1: Twenty One Capital Registers $486.5M Convertible Notes Resale

Sentiment:

Registration Statement for Resale of Securities 5 January 2026 5:24 PM

📋All filings for Twenty One Capital, INC

Twenty One Capital, Inc. files S-1 to register the resale of $486.5 million in 1.00% convertible senior notes due 2030 and up to 35,068,912 shares of Class A common stock underlying these notes.

Capital raiseThe filing registers the resale of $486.5 million in 1.00% convertible senior notes due 2030, which were issued as part of PIPE financings.The Convertible Notes include $340.2 million from initial subscriptions (Initial Convertible Notes PIPE), $100 million from an exercised option (Option Notes), and $46.3 million from an exchange with the Sponsor (Exchange Notes).The company also engaged in Equity PIPE investments, including $200 million from April Equity PIPE Investors and $165 million from June Equity PIPE Investors, for a total of $365 million in equity financing.The net proceeds from the Equity PIPEs and Convertible Notes PIPE were used to purchase PIPE Bitcoin from Tether.The company may incur or continue to incur additional indebtedness and other fixed charges as part of its Bitcoin strategy and to fund operations.Future capital requirements will depend on many factors, and the company will need to raise additional financing to fund its growth, potentially through additional debt or equity issuances.

Worse than expectedThe company has a limited operating history and has not yet generated any revenue.Twenty One Assets, LLC reported a net loss of $1,063,452 from inception (April 17, 2025) to September 30, 2025.Twenty One Capital, Inc. reported a net loss of $65,554 from inception (March 7, 2025) to September 30, 2025.The pro forma combined net loss for the nine months ended September 30, 2025, was $(21,365,590).The pro forma combined net loss for the year ended December 31, 2024, was $(92,975,781).Management has determined that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern through the next twelve months.

Summary

Twenty One Capital, Inc. (XXI) was incorporated in Texas 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 are actively accumulating and managing Bitcoin holdings, and developing educational materials and branded content to promote Bitcoin literacy.
The filing registers the resale of $486.5 million in 1.00% convertible senior notes due 2030 and up to 35,068,912 shares of Class A common stock convertible from these notes.
The Convertible Notes were issued on December 8, 2025, with an initial conversion rate of 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.
The Convertible Notes are senior, secured obligations, collateralized by 16,116.31574065 Bitcoin, valued at $1,459.5 million based on the Bitcoin Price averaged over ten days prior to closing.
As of the Closing, Twenty One held approximately 43,500 Bitcoin.
The company is an emerging growth company and a smaller reporting company, electing to use extended transition periods for new accounting standards.
Tether, Bitfinex, and SoftBank collectively beneficially own approximately 88% of the outstanding Class A Common Stock, excluding shares from Convertible Notes and the Incentive Plan.
Tether and Bitfinex, through their ownership of Class B Common Stock, control the voting rights of Twenty One Capital.
The company reported a net loss of $1,063,452 for Twenty One Assets, LLC from inception (April 17, 2025) to September 30, 2025, and a net loss of $65,554 for Twenty One Capital, Inc. from inception (March 7, 2025) to September 30, 2025.
Pro forma net loss for the nine months ended September 30, 2025, was $(21,365,590), and for the year ended December 31, 2024, was $(92,975,781).

Sentiment

Score: 4

Explanation: The company is in its very early stages with no revenue and significant losses, raising going concern doubts. However, it has substantial Bitcoin holdings, a clear strategic vision, strong institutional backing, and plans for future revenue generation through education and financial services, which provides some upside potential despite the high risks and current financial state.

Positives

Twenty One Capital is purpose-built for Bitcoin investment, offering a differentiated opportunity for Bitcoin exposure through equity markets.
The company has a Bitcoin-native operating structure designed for capital-efficient Bitcoin accumulation and lower operating costs compared to companies with unrelated legacy businesses.
Strategic partnerships with Tether, Bitfinex, and SoftBank provide significant alignment with the Bitcoin-focused strategy and long-term vision.
The company launched with a substantial initial holding of approximately 43,500 Bitcoin.
Plans to develop high-quality educational content and a multi-tiered membership program are expected to generate direct revenue and indirectly increase Bitcoin adoption and demand.
The company's CEO, Jack Mallers, is a globally recognized advocate in the Bitcoin space, providing a strong platform for brand-building and community engagement.

Negatives

Twenty One Capital has a limited operating history and has not yet produced any revenues, making it difficult to evaluate future prospects and achieve profitability.
The company reported significant net losses: $1,063,452 for Twenty One Assets, LLC (inception to Sep 30, 2025) and $65,554 for Twenty One Capital, Inc. (inception to Sep 30, 2025).
Pro forma financial statements show substantial net losses of $(21,365,590) for the nine months ended September 30, 2025, and $(92,975,781) for the year ended December 31, 2024.
The company's liquidity condition raises substantial doubt about its ability to continue as a going concern through the next twelve months.
The Class A Common Stock is non-voting, and concentrated ownership by Tether, Bitfinex, and SoftBank (88% combined) limits influence for other shareholders and may deter acquisition proposals.
The company is highly dependent on the services of CEO Jack Mallers, who also serves as CEO of Strike, potentially diverting his full attention.

Risks

Limited operating history and no revenues make it difficult to evaluate business and future prospects, and profitability may not be achieved or maintained.
Operating results, revenues, and expenses may significantly fluctuate due to the highly volatile nature of Bitcoin, adversely affecting Class A Common Stock market price.
Bitcoin acquisition strategy is susceptible to various risks associated with Bitcoin volatility, increased competition, and potential difficulty in anticipating timing and availability of Bitcoin.
A significant decrease in the market value of Bitcoin holdings could adversely affect the ability to satisfy financial obligations, potentially requiring Bitcoin sales at a loss.
Exposure to counterparty risks, particularly with custodians like Anchorage, including loss or destruction of private keys, cyberattacks, or insolvency proceedings, which may not be fully covered by insurance.
The broader digital assets industry is subject to counterparty risks, high-profile bankruptcies, and regulatory enforcement actions, which could negatively impact Bitcoin adoption and price.
The accounting treatment of Bitcoin holdings (fair value measurement under ASU 2023-08) is likely to cause significant volatility in reported financial results.
Bitcoin and other digital assets are novel assets, exposing the company to significant legal, commercial, regulatory, and technical uncertainty, including evolving and potentially restrictive regulations.
Regulatory changes classifying Bitcoin as a security could lead to classification as an investment company, subjecting the company to additional regulatory controls.
The unregulated nature and lack of transparency in many Bitcoin trading venues expose the company to fraud and market manipulation (e.g., front-running, wash trading).
Bitcoin is susceptible to malicious attacks, including 51% attacks, which could adversely impact its price and the value of Class A Common Stock.
Compliance and risk management methods might not be effective, potentially 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 difficulties and significant competition.
Future expansion into Bitcoin-related financial and advisory services is highly regulated and subject to operational challenges, significant competition, and regulatory approvals.
The company may be unable to recognize the economic benefit of a fork or an airdrop, which could adversely impact investment.
The market price of Class A Common Stock may be volatile and decline materially due to Bitcoin volatility or other factors, leading to potential loss of investment.
Increased scrutiny by the SEC and other government agencies on de-SPAC transactions could adversely affect the Class A Common Stock price.
Dependence on retained cash and cash equivalents (including Bitcoin holdings) to pay debts and obligations, with no assurance of sufficient cash flow from new business lines.
Incurrence of additional indebtedness could increase vulnerability to adverse conditions and limit financial flexibility.
Obligation to redeem Convertible Notes upon a Fundamental Change may deter beneficial acquisition transactions.
Inability to generate sufficient cash to service indebtedness, including Convertible Notes, could lead to liquidity problems, asset sales, or default.
Restrictive covenants in the Indenture may limit the company's ability to respond to changes or take certain actions.
The increase in conversion rate for Make-Whole Fundamental Changes or Redemption Notices may not adequately compensate holders for lost option time value.
Liquidity, regulatory actions, and market conditions may adversely affect trading price and liquidity of Convertible Notes and convertible note arbitrage strategies.
Upon conversion, holders may receive less valuable consideration than expected if Class A Common Stock value declines after conversion exercise but before settlement.
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.
Collateral securing Convertible Notes may be insufficient to cover obligations, and there is no mechanism to reinstate collateral once released.
No existing public trading market for Convertible Notes, limiting liquidity and ability to sell.
Accounting method for convertible debt (ASU 2020-06) may materially affect reported financial results, potentially reducing diluted EPS and reclassifying debt as current liability.
Holders of Convertible Notes are not entitled to Class A Common Stock rights (e.g., voting, dividends) until conversion, but are subject to changes affecting Class A Common Stock.
Class A Common Stock is non-voting, even after conversion, limiting shareholder influence.
Constructive distributions from conversion rate adjustments may be subject to U.S. federal income tax without corresponding cash distribution.
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 aims to become a leading vehicle for capital-efficient Bitcoin accumulation and related business development, leveraging its Bitcoin-native operating structure. The company plans to actively accumulate Bitcoin based on a discretionary, macro-driven investment thesis and manage its holdings. It will also develop educational materials and branded content to drive institutional and retail Bitcoin literacy, with initial development costs estimated at $1-2 million. In the long term, Twenty One expects to expand into Bitcoin-centric financial services, including debt and equity structured products and lending activities, subject to regulatory approvals and market conditions. The company intends to use Bitcoin-specific KPIs like Bitcoin per share (BPS) and Bitcoin Rate of Return (BRR) to guide its capital allocation and strategic decisions, with a goal of increasing BPS over time. While currently not intending to sell Bitcoin, it retains flexibility for sales under exceptional circumstances or for general corporate purposes.

Management Comments

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.
Management believes Bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term.
Management 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.
Management expects much of Twenty One's educational reach to be driven by CEO Jack Mallers' existing platform and voice in the crypto-asset industry, catalyzing meaningful public discourse around Bitcoin.
Management believes its direct connection with the Bitcoin community, deep subject-matter expertise and clear brand identity uniquely position it to succeed in the education domain.
Management believes that the multi-tiered membership structure for educational content would enable scalable monetization of future intellectual property and educational resources, while also strengthening user engagement and brand positioning.
Management believes that the ability to selectively leverage Tether's world-class expertise, infrastructure, and operational excellence positions Twenty One to accelerate its go-to-market efforts, strengthen compliance readiness, and operate with leaner fixed costs during its initial growth phase.

Industry Context

Twenty One Capital operates in the rapidly evolving and highly competitive digital assets industry, specifically focusing on Bitcoin. The industry is characterized by significant price volatility, changing customer needs, and frequent new product introductions. The company faces competition from traditional financial firms entering the Bitcoin market, financial technology providers, other companies with significant Bitcoin holdings, and Bitcoin-focused companies operating under less stringent regulations. The regulatory landscape for digital assets is highly uncertain and evolving globally, with new laws and regulations (e.g., GENIUS Act, CLARITY Act, RFIA) being introduced or considered in the U.S. and internationally (e.g., EU's MiCA). Recent regulatory actions by the OCC, FDIC, and Federal Reserve indicate a more measured approach to crypto-related banking services, potentially increasing competition. The market for Bitcoin education products is fragmented but growing, driven by increasing institutional and retail interest in financial literacy and Bitcoin adoption.

Comparison to Industry Standards

Twenty One Capital's business model is differentiated from traditional investment vehicles like spot Bitcoin ETPs, as it actively manages Bitcoin holdings and aims to grow Bitcoin per share (BPS) and Bitcoin Rate of Return (BRR), rather than passively tracking Bitcoin's price.
Unlike spot Bitcoin ETPs, Twenty One Capital is a Texas corporation, not a statutory trust, and does not operate under a trust agreement requiring stated investment objectives or daily transparency of Bitcoin holdings or net asset value.
The company's Bitcoin-native operating structure is designed for significantly lower operating costs relative to other companies that hold Bitcoin on their balance sheets but operate unrelated legacy businesses.
Twenty One Capital's initial holding of approximately 43,500 Bitcoin is substantial, and its strategy aims for a more favorable growth trajectory compared to existing large-scale Bitcoin-holding companies where incremental capital deployment may have reduced marginal impact on per-share metrics.
The company's reliance on a single custodian (Anchorage) for all Bitcoin holdings, while regulated, contrasts with a diversified custody approach that some larger institutions might employ to mitigate single-point-of-failure risks.

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 consists 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. Directors are elected for one-year terms.	2025-12-08	Concentrated control by Tether, Bitfinex, and SoftBank through Class B Common Stock and board designation rights, potentially limiting influence of other shareholders.
Voting Rights	Class A Common Stock has no voting rights (except as required by TBOC) as long as Class B Common Stock is outstanding. Class B Common Stock (owned by Tether, Bitfinex, SoftBank) has one vote per share. Class A Common Stock gains full voting rights upon cancellation of all Class B Common Stock.	2025-12-08	Significantly limits the voting power of Class A shareholders, concentrating control in the hands of major holders.
Board Decisions	Most Board decisions require a simple majority. However, '20% Reserved Matters' (e.g., material business alterations, Bitcoin sales above limits, financing terms, charter amendments, related party transactions over $100k/$500k, changes to audit committee decisions, material governance policies, jurisdiction changes, M&A over $1M, dividends/buybacks, independent auditor selection, executive compensation/dismissal) require approval by all directors designated by parties holding 20% or more voting rights. '10% Reserved Matters' have similar requirements for parties holding 10% or more voting rights.	2025-12-08	Provides significant veto power to major shareholders (Tether, Bitfinex, SoftBank) over critical strategic and financial decisions, potentially conflicting with other shareholders' interests.
Controlled Company Status	Twenty One Capital qualifies as a controlled company under NYSE rules due to Tether and Bitfinex together holding over 50% of total voting power. The company utilizes exemptions from certain corporate governance requirements, such as not requiring a 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. Audit committee is entirely independent. Compensation and Nominating & Governance committees consist of three independent directors, with SoftBank having a designee on each if it holds 10% or more voting rights.	2025-12-08	Adheres to some best practices for public company governance, particularly with independent directors on key committees, but overall control remains concentrated.
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, excluding direct claims under the Securities Act or Exchange Act.	2025-12-08	May limit shareholders' ability to choose a favorable judicial forum and could increase litigation costs, potentially discouraging lawsuits.
Jury Trial Waiver	Amended and Restated Certificate of Formation includes an irrevocable waiver of the right to a jury trial for any internal entity claim as defined in Section 2.115 of the TBOC.	2025-12-08	May discourage lawsuits against directors, officers, employees, and shareholders by removing the option of a jury trial, potentially leading to different outcomes and increased costs in alternative dispute resolution.
Stock Ownership Requirement for Derivative Suits	Requires a shareholder or group of shareholders to beneficially own at least 3% of outstanding common stock to institute a derivative proceeding against directors/officers, with this percentage automatically increasing 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	Amended and Restated Certificate of Formation explicitly waives corporate opportunities for Tether, SoftBank, and their affiliates, including those serving as company officers or directors, with certain exceptions.	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

The company or its subsidiaries are not currently a party to any legal proceedings that, if determined adversely, would individually or in the aggregate have a material adverse effect on their business or financial condition.

Related Party Transactions

Tether, Bitfinex, and SoftBank collectively beneficially own approximately 88% of the outstanding Class A Common Stock (excluding shares from Convertible Notes and Incentive Plan), giving them significant influence.
Tether and Bitfinex, through their voting control of Class B Common Stock, control actions requiring shareholder approval and board appointments.
The company relies on Tether for certain administrative and operational services (IT, legal, HR, treasury, risk management) under a Services Agreement at a cost of $30,000 per calendar quarter.
The Services Agreement can be terminated with 30 days' written notice by either party.
Cantor Fitzgerald & Co. (an affiliate of the Sponsor) received a cash fee of approximately $19.9 million for placement agent services in connection with PIPE Investments and may provide future capital markets advisory services up to $9.25 million for no additional consideration.
The Sponsor purchased $12.791 million in Option Notes through the Sponsor Convertible Notes Subscription Agreement.
The Sponsor exchanged 4,630,000 shares of Class A Common Stock for $46.3 million principal amount of Exchange Notes pursuant to the Securities Exchange Agreement.
Tether transferred 89,106,748 shares of Class A and Class B Common Stock to SoftBank for approximately $999.3 million, and sold 500,000 shares of Class A Common Stock to the Sponsor for $5 million.
The company has a written conflicts policy for related person transactions exceeding $120,000, requiring audit committee review and approval or ratification.
The Amended and Restated Certificate of Formation explicitly waives corporate opportunities for Tether, SoftBank, and their affiliated companies, including those serving as officers or directors of the company.

Stakeholder Impact

**Shareholders (Class A Common Stock):** Will experience significant dilution from the conversion of Convertible Notes and potential future equity issuances. Their voting rights are severely limited due to the non-voting nature of Class A shares and concentrated control by major holders. They face high volatility risks due to Bitcoin price fluctuations and the company's lack of revenue and going concern doubts. The exclusive forum and jury trial waiver provisions may limit their legal recourse.
**Shareholders (Class B Common Stock):** Tether, Bitfinex, and SoftBank, as holders of Class B Common Stock, retain significant voting control and influence over strategic decisions, board composition, and corporate actions, potentially prioritizing their interests over other shareholders.
**Convertible Note Holders:** Are secured by a first-priority lien on a substantial portion of the company's Bitcoin holdings, providing some downside protection. However, the value of this collateral is highly volatile, and there's no mechanism to reinstate collateral once released. They are subject to conversion rate adjustments and may receive less valuable consideration upon conversion if Class A Common Stock declines. They also face liquidity risks as there is no public trading market for the notes.
**Employees:** The company has three employees and plans to recruit additional qualified personnel. Executive compensation includes base salaries and performance-based bonuses, with significant stock option and RSU awards for the CEO and CFO, aligning their interests with long-term company performance.
**Customers (Future):** The company aims to serve institutional and retail investors through Bitcoin education and, eventually, Bitcoin-centric financial services. The success of these offerings depends on market acceptance, regulatory approvals, and the company's ability to build trust and deliver value in a competitive and volatile industry.
**Creditors:** The company's indebtedness, including the Convertible Notes, could adversely affect its financial condition. The secured nature of the Convertible Notes provides priority over unsecured creditors in case of insolvency, but the volatility of Bitcoin collateral poses risks to full repayment.
**Regulatory Authorities:** The company operates in a highly scrutinized and evolving regulatory environment for digital assets. Non-compliance with new or existing laws could lead to investigations, fines, penalties, and restrictions on business activities.

Next Steps

Actively accumulate Bitcoin and manage its Bitcoin holdings.
Commence development of educational materials and branded content to drive increased institutional and retail investor Bitcoin literacy.
Prepare for the launch of Bitcoin-centric financial services, including Bitcoin-related debt and equity structured products and lending activities, subject to regulatory approvals and market needs.
Continuously examine the risks and rewards of its Bitcoin acquisition strategy.
Periodically revisit its policy on hedging Bitcoin exposure as part of risk management processes.
Scale educational initiatives over time, including building a dedicated content team and infrastructure.
Explore ways to integrate educational products with global technology and finance events.
Recruit additional qualified employees or external consultants with relevant experience to support operations as a U.S. public company.
Implement and maintain policies and procedures designed to ensure compliance with applicable AML, KYC, and sanctions laws and regulations.
File a post-effective amendment to the registration statement to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended, and to reflect fundamental changes or material information regarding the plan of distribution.

Key Dates

Date	Description
2020-11-11	Cantor Equity Partners, Inc. (CEP) incorporated as a Cayman Islands exempted company.
2020-11-30	Sponsor purchased 14,375,000 Class B ordinary shares (Founder Shares) for $25,000.
2021-05-27	Sponsor agreed to loan CEP up to $300,000 for IPO expenses (Pre-IPO Note).
2022-12-31	CEP's balance at this date.
2023-01-01	Start of fiscal year for CEP's statement of operations.
2023-06-08	Sponsor surrendered 7,906,250 Class B ordinary shares for no consideration.
2023-12-31	CEP's balance sheet and statement of operations end date.
2024-02-21	Sponsor surrendered 3,593,750 Class B ordinary shares for no consideration.
2024-03-28	CEP's Annual Report on Form 10-K for fiscal year ended December 31, 2024, filed with the SEC.
2024-04-01	Bitcoin halving event occurred, reducing block reward to 3.125 Bitcoin per block.
2024-05-31	Second amended and restated Original Note (Pre-IPO Note) entered into.
2024-07-01	Transfers of Bitcoin to Mt. Gox creditors began.
2024-08-12	Registration statement for CEP's Initial Public Offering declared effective; Insider Letter and Registration Rights Agreement entered into.
2024-08-13	Class A ordinary shares 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 at $10.00 per share, generating $100,000,000 gross proceeds. Sponsor purchased 300,000 Private Placement Shares for $3,000,000. Sponsor surrendered 375,000 Class B ordinary shares.
2024-11-02	Bitcoin price was $69,289.27.
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	Bitcoin price was $87,250.43.
2024-12-31	CEP's balance sheet and statement of operations end date. Bitcoin price was $87,315.53.
2025-01-01	Start of fiscal year for CEP's statement of operations. Effective date for ASU 2023-08 (crypto assets fair value accounting) and ASU 2023-07 (segment reporting).
2025-01-21	SEC announced the launch of a crypto task force.
2025-01-23	President Trump signed an Executive Order to promote digital assets.
2025-01-24	German government seized about 50,000 Bitcoin from Movie2k.to operator.
2025-01-25	U.S. Department of Justice gained approval to liquidate 69,370 Bitcoin seized from Silk Road marketplace.
2025-02-01	$1.5 billion of digital assets stolen from Bybit exchange.
2025-02-01	SEC announced filing of joint stipulation with Coinbase, Inc. and Coinbase Global Inc. to dismiss civil enforcement action.
2025-03-03	SEC agreed to dismiss enforcement actions against Coinbase, Inc. and Coinbase Global Inc.
2025-03-07	Twenty One Capital, Inc. incorporated in Texas. OCC issued letter rescinding prior guidance on crypto-asset activities for national banks.
2025-03-28	FDIC issued letter rescinding prior notification requirement for crypto-related activities for FDIC-supervised institutions.
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, Bitcoin Price averaged $84,863.57.
2025-04-22	Business Combination Agreement signed. Convertible Notes Subscription Agreements, April Equity PIPE Subscription Agreements, Sponsor Support Agreement, PIPE Engagement Letter, SoftBank Purchase Agreement, and Governance Term Sheet entered into. Tether and Bitfinex entered into Contribution Agreement.
2025-04-23	Current Report on Form 8-K filed by CEP with the SEC.
2025-04-24	Board of Governors of the Federal Reserve withdrew prior guidance on crypto-asset activities for state member banks.
2025-04-28	Current Report on Form 8-K filed by CEP with the SEC.
2025-04-30	Twenty One Assets, LLC balance sheet and statement of operations end date.
2025-05-07	OCC issued letter confirming national banks may provide and outsource cryptocurrency 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 into.
2025-05-29	Current Report on Form 8-K filed by CEP with the SEC.
2025-06-19	June Equity PIPE Subscription Agreements entered into.
2025-06-20	Current Report on Form 8-K filed by CEP with the SEC.
2025-06-23	June PIPE Bitcoin Sale and Purchase Agreement entered into. SoftBank Purchase Agreement amended and restated.
2025-06-25	Amendment No. 1 to Sponsor Support Agreement and amendment to PIPE Engagement Letter entered into.
2025-06-27	Current Report on Form 8-K filed by CEP with the SEC.
2025-06-30	Twenty One Capital, Inc. consolidated balance sheet and statement of operations end date.
2025-07-17	U.S. House of Representatives passed the Digital Asset Market Clarity Act (CLARITY Act). U.S. Congress passed the Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act).
2025-07-18	President Donald Trump signed the GENIUS Act into law.
2025-07-26	Amendment No. 1 to the Business Combination Agreement entered into.
2025-07-29	Current Report on Form 8-K filed by CEP with the SEC.
2025-07-30	Working group published report on strengthening American leadership in digital financial technology. Approximately 19.9 million Bitcoins generated.
2025-09-12	Pubco's Registration Statement on Form S-4 (File No. 333-290246) initially filed with the SEC.
2025-09-15	Twenty One Capital's Form S-4 Registration Statement filed with the SEC.
2025-09-30	Unaudited pro forma condensed combined balance sheet and statement of operations end date. Twenty One Assets, LLC and Twenty One Capital, Inc. financial statements end date.
2025-10-16	Cantor F&F SPA (sale and purchase agreement) entered into between Tether and the Sponsor.
2025-10-17	Twenty One Capital's Form S-4 Registration Statement filed with the SEC.
2025-10-25	UK ban on marketing and sale of exchange-traded notes referencing crypto-assets to retail customers lifted.
2025-11-01	Bitcoin price had increased by over 2,800% in U.S. dollar terms since January 1, 2019.
2025-11-05	Pubco's Registration Statement on Form S-4 became effective.
2025-11-06	CEP filed definitive proxy statement with the SEC for extraordinary general meeting.
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 of the Business Combination. Convertible Notes issued. Incentive Plan adopted. CEO and CFO employment agreements entered into. CEO Option Award Agreement entered into. Security Agreement and Governance Agreement executed. Amended and Restated Registration Rights Agreement entered into. Securities Exchange Agreement entered into. Services Agreement entered into. Indemnification agreements entered into.
2025-12-09	Twenty One Capital's Class A Common Stock listed on NYSE under symbol XXI. OCC issued new letter confirming national banks may engage in riskless principal crypto-asset transactions.
2025-12-11	Twenty One Capital's Form 8-K filed with the SEC.
2025-12-12	Twenty One Capital's Form 8-K filed with the SEC.
2025-12-15	First interest payment date for Convertible Notes.
2025-12-30	Current reward for Bitcoin miners is 3.125 Bitcoin per mined block.
2025-12-31	BRRNY dropped from $110,040.70 to $87,315.53 between November 1, 2025, and this date.
2026-01-02	CFO Amended Option Award Agreement entered into, superseding Prior Option Award Agreement.
2026-01-05	Date of this S-1 filing.
2026-01-22	Deadline for filing Registration Statement to avoid Additional Interest on Notes.
2026-06-15	First interest payment date for Convertible Notes.
2026-08-14	End of Combination Period for CEP to consummate a Business Combination.
2028-04-01	Next Bitcoin halving expected.
2028-12-08	Optional Redemption by the Company becomes available. Holders have the right to require the Company to repurchase Notes.
2030-12-01	Maturity Date for Convertible Notes.
2140	Estimated year for Bitcoin's 21 million supply cap to be reached.

Keywords

Bitcoin, Convertible Notes, SEC Filing, S-1, Twenty One Capital, Cryptocurrency, Digital Assets, Financial Services, Corporate Governance, Risk Factors, Capital Raise, Public Company, Investment, Tether, Bitfinex, SoftBank, Jack Mallers, Blockchain, Market Volatility, Regulation S-X, JOBS Act, NYSE

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