Twenty One Cap SEC Filings

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.

Twenty One Capital, Inc. disclosed that one of its insiders, who serves as both director and chief executive officer, filed an initial ownership report stating that no company securities are currently beneficially owned. This indicates the insider reports holding no common stock or derivative securities of Twenty One Capital, Inc. as of the event date of 12/02/2025.

A director of Twenty One Capital, Inc. filed an initial statement of beneficial ownership of securities, indicating that no company securities are currently beneficially owned. The event date is 12/08/2025, and the filing is made by a single reporting person. A power of attorney is referenced in Exhibit 24, authorizing the signatory to act on the reporting person’s behalf.

Twenty One Capital, Inc. (XXI) has an initial beneficial ownership report dated 12/08/2025 for a reporting person who serves as a director. The remarks section states that no securities of the company are beneficially owned, and it references Exhibit 24 as a power of attorney authorizing James Cong Hoan Nguyen to sign on the reporting person's behalf.