Welcome to our dedicated page for Twenty One Cap SEC filings (Ticker: XXI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Twenty One Capital, Inc. (NYSE: XXI) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, including current reports, registration statements and other documents filed with the U.S. Securities and Exchange Commission. Twenty One Capital, Inc. is an emerging growth company and smaller reporting company incorporated in Texas, and its filings explain how it was formed through a business combination with Cantor Equity Partners, Inc. and Twenty One Assets, LLC.
Key filings for XXI include Form 8-K current reports describing the closing of the business combination, extensive PIPE financings, and contribution and sale transactions involving Bitcoin with Tether and Bitfinex. These 8-Ks also detail the issuance of 1.00% convertible senior notes due 2030, equity issuances to PIPE investors, and the exchange of Class A common stock for Convertible Notes, as well as executive compensation arrangements such as the amended stock option award for the company’s chief financial officer.
The company’s Form S-1 registration statement is another central document. It describes the shelf registration for the resale by selling securityholders of Convertible Notes and the Class A common stock issuable upon conversion of those notes, outlines the company’s status as a non-accelerated filer, emerging growth company and smaller reporting company, and sets out the basis of presentation for financial statements prepared under U.S. GAAP.
On this page, Stock Titan surfaces new XXI filings as they are posted to EDGAR and offers AI-powered summaries to help interpret complex disclosures. Users can quickly see the purpose of each filing, whether it relates to a material event reported on Form 8-K, a registration statement such as Form S-1, or other key documents. This makes it easier to understand how changes in capital structure, Bitcoin-related transactions, PIPE arrangements, or executive compensation terms are reflected in Twenty One Capital, Inc.’s official SEC record.
Twenty One Capital, Inc. has filed a resale prospectus covering up to $464,045,000 aggregate principal amount of its 1.00% Convertible Notes due 2030 and up to 33,450,252 shares of Class A common stock issuable upon conversion of those notes. These securities are being registered for potential resale by existing selling securityholders, not as a new capital raise.
The Convertible Notes, which mature on December 1, 2030, bear interest at 1.00% per year, are senior secured obligations, and are initially convertible at a rate of 72.0841 shares per $1,000 principal amount, based on a Bitcoin-linked pricing formula with a 30% premium. As of February 6, 2026, the company had 346,548,153 Class A shares outstanding. Twenty One Capital will not receive any proceeds from resales under this prospectus.
Twenty One Capital, Inc. has filed an amended resale registration covering up to $464,045,000 aggregate principal amount of 1.00% convertible notes due 2030 and up to 33,450,252 shares of Class A common stock issuable upon conversion of those notes.
The notes bear 1.00% interest, mature in 2030 and form part of a total $486.5 million issuance completed at the December 2025 business combination closing. All securities in this filing may be sold from time to time by selling securityholders, and the company will not receive any proceeds.
The Class A common stock trades on the NYSE under the symbol “XXI”, while the convertible notes are not listed on any exchange. Twenty One Capital focuses on accumulating and managing Bitcoin and developing Bitcoin-related educational content, and it qualifies as an emerging growth company, a smaller reporting company and a controlled company, all of which involve reduced governance and disclosure requirements. The prospectus highlights substantial risks, including extreme Bitcoin price volatility, limited operating history and dependence on raising capital.
Twenty One Capital, Inc. reported an equity award to an executive officer. The company’s General Counsel received a stock option grant covering 297,029 shares of Class A common stock on 01/02/2026, with an exercise price of $9.3 per share and an expiration date of 01/02/2036. According to the vesting terms, 25% of the options will vest on November 17, 2026, and the remaining 75% will vest in equal monthly installments over the following 36 months.
Twenty One Capital, Inc.'s chief executive officer, who is also a director, received a grant of 6,089,634 stock options on December 8, 2025 at an exercise price of $14.43 per share. These options relate to Class A common stock and were granted at no cost to the reporting person and are held directly. The options expire on December 8, 2035. According to the vesting schedule, 20% of the options will vest on April 1, 2026, and the remaining 80% will vest quarterly in equal tranches over the following four years.
Twenty One Capital, Inc. updated the stock option agreement for its CFO, Steven Meehan. On January 2, 2026, the company replaced his prior option grant with a new award covering 970,201 options to buy Class A common stock at $14.43 per share.
Of this new award, 796,951 options vest over time and 173,250 options vest based on both performance and continued service. The time-based portion vests 25% on April 1, 2026, with the remaining 75% vesting in equal quarterly installments through April 1, 2029. The performance-based portion vests in four equal annual tranches starting April 1, 2026, if targets such as staying within 10% of the Board-approved budget, maintaining unqualified audits, safeguarding digital assets, and achieving at least 15% growth in Bitcoin per share are met.
If Meehan is terminated without cause or resigns for good reason, only vested options remain exercisable. If a change in control occurs and the award is not assumed or substituted, it will fully vest immediately before the transaction closes.
Twenty One Capital, Inc. reported a grant of stock options to its Chief Financial Officer on 01/02/2026. The filing shows a stock option award covering 796,951 stock options with an exercise price of $14.43 per share, expiring on 01/02/2036. The options relate to shares of Class A common stock and are held directly.
The vesting schedule provides that 25% of the options will vest on April 1, 2026, while the remaining 75% will vest in equal quarterly installments over the following three years. This structure ties the CFO’s potential equity value to continued service and the company’s long-term performance.
Twenty One Capital, Inc. has filed a resale registration covering up to $486.5 million of 1.00% convertible senior notes due 2030 and up to 35,068,912 shares of Class A common stock issuable upon their conversion. The notes are senior secured obligations, maturing on December 1, 2030, and are secured by 16,116.31574065 Bitcoin valued at $1,459.5 million based on a specified reference price. All securities may be sold from time to time by existing selling securityholders, and the company will not receive any proceeds from these sales.
As of January 2, 2026, Twenty One Capital had 346,548,153 Class A shares outstanding. The company’s strategy focuses on accumulating and managing Bitcoin and developing educational content to promote Bitcoin literacy, with its Class A stock listed on the NYSE under the symbol “XXI.” It qualifies as an emerging growth company, a smaller reporting company and a controlled company, allowing reduced governance and disclosure requirements. The prospectus highlights significant risks tied to Bitcoin price volatility, counterparty exposure and dependence on access to capital.
Twenty One Capital, Inc. (XXI) filed its first quarterly report as a newly public, Bitcoin-focused company following its business combination with Cantor Equity Partners and Twenty One Assets LLC. For the three months ended September 30, 2025, the successor entity reported a net loss of $57,798, or a basic and diluted loss of $57,798 per Class A share, while the predecessor Twenty One Assets LLC recorded a net loss of $656,070 for the same period and $1,063,452 from inception.
As of September 30, 2025, Pubco had no cash, total liabilities of $65,554 and an accumulated deficit of the same amount, and management concluded there is substantial doubt about its ability to continue as a going concern. The predecessor Twenty One Assets held $808,230 of cash and positive working capital of $136,548, but also faced going concern uncertainty.
The report details a complex transaction in which Tether and Bitfinex contributed 31,500 Bitcoin to Twenty One Assets and multiple PIPE financings provided large commitments in convertible notes and equity, with Pubco receiving approximately $119.3 million of net cash at the December 8, 2025 closing. The company’s strategy centers on accumulating Bitcoin, building educational content, and later launching Bitcoin-centric financial services, with results highly sensitive to Bitcoin prices, regulation, and ongoing access to capital.
Twenty One Capital, Inc. completed its business combination with Cantor Equity Partners, becoming the public parent of Twenty One Assets and listing its Class A common stock on the NYSE under the symbol "XXI".
At closing the company issued $486.5 million of 1.00% convertible senior notes due 2030, sold 20,000,000 and 7,857,143 Class A shares in equity PIPEs for $200 million and $165 million, and used related proceeds as part of a series of Bitcoin purchase and contribution arrangements with Tether.
The notes are secured by 16,116.31574065 Bitcoin valued at $1,459.5 million and initially convert at 72.0841 Class A shares per $1,000 principal amount. After the transaction, 346,548,153 non-voting Class A shares and 304,842,759 voting Class B shares are outstanding, with Tether, iFinex and SoftBank holding large stakes and registration rights covering 309,182,606 Class A shares.