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.
Twenty One Capital, Inc. filings document a Bitcoin-focused public company with registration statement disclosures, material agreements, capital-structure information, and governance records. The company identifies as an emerging growth company in its Exchange Act reports.
Recent filings include Form 8-K disclosures for Regulation FD materials, operating-strategy presentations, director election and board-governance matters, executive compensation and option-award arrangements, and security-structure disclosures tied to its public-company structure. Registration statements and amendments provide formal disclosures on agreements, securities, and risk categories associated with its Bitcoin-related business model.
Twenty One Capital, Inc. filed an amended report describing a continued listing issue with the New York Stock Exchange tied to its audit committee composition. The company’s audit committee currently lacks two independent members during the NYSE transition period required under Section 303A.07(a) of the NYSE Listed Company Manual.
On May 29, 2026, the NYSE sent a non-compliance notice stating that if this deficiency is not cured by June 5, 2026, the company will be deemed noncompliant and a below compliance indicator will be posted on its NYSE profile starting June 9, 2026. Twenty One Capital expects to appoint an additional independent audit committee member as soon as practicable to regain full compliance.
Twenty One Capital, Inc. reported corporate governance changes approved on May 19, 2026. The board and holders of 215,736,011 shares of Class B common stock, representing all voting power, acted by written consent to adopt a Second Amended and Restated Certificate of Formation, effective May 20, 2026. The updated charter removes references to Stellar Beacon LLC (SoftBank) and a Governance Agreement with Tether Investments, Bitfinex and SoftBank that was terminated on May 19, 2026. The board also approved Amended and Restated Bylaws. The new charter and bylaws are filed as Exhibits 3.1 and 3.2.
Twenty One Capital, Inc. reported a major ownership and governance shift tied to Tether International’s acquisition of SoftBank’s stake. On May 19, 2026, SoftBank sold and transferred 89,106,748 shares of Class A common stock in the company to Tether International, and all 89,106,748 Class B shares held by SoftBank were cancelled under the company’s Certificate of Formation.
In connection with this transaction, the long‑standing Governance Agreement among the company, Tether Investments, SoftBank and Bitfinex was terminated, ending special influence rights over director elections, board size, charter changes and reserved matters. SoftBank’s board representatives, Jared Roscoe and Vikas J. Parekh, resigned from the board and its committees, with the company stating their departures were not due to disagreements.
Following Mr. Roscoe’s resignation, the audit committee fell below the New York Stock Exchange requirement for two independent members during the transition period, and the company has notified the NYSE. The company expects to appoint an additional independent audit committee member as soon as practicable while continuing to pursue its Bitcoin‑focused operating strategy alongside its new controlling shareholder structure.
Twenty One Capital, Inc. files a prospectus supplement registering the resale by selling securityholders of up to 33,450,252 shares of Class A Common Stock issuable upon conversion of its 1.00% convertible senior notes due 2030. The supplement also covers resale of up to $464,045,000 aggregate principal amount of the Convertible Notes.
The supplement incorporates the Company's Form 10-Q for the quarter ended March 31, 2026, which shows cash of $114,057,427, Bitcoin fair value of $2,951,638,847 (43,514 BTC), a net loss of $859,691,958 for the quarter, and 346,807,836 Class A shares outstanding as of May 12, 2026. The Convertible Notes are not listed on any national exchange.
Twenty One Capital, Inc. reported a net loss of $859.7 million for the three months ended March 31, 2026, driven almost entirely by a $847.8 million loss from the change in fair value of its Bitcoin holdings. Operating expenses were modest by comparison at $10.6 million, mainly general and administrative costs and stock-based compensation.
At March 31, 2026, the company held 43,514 Bitcoin with a fair value of $2.95 billion, down from $3.80 billion at year-end. Cash was $114.1 million, and total stockholders’ equity was $2.59 billion. Convertible senior notes due 2030 totaled $484.4 million at amortized cost. Management believes current liquidity, including cash and digital assets, is sufficient to fund operations for at least one year, though a significant portion of Bitcoin is pledged as collateral and the business remains highly exposed to Bitcoin price volatility.
Twenty One Capital, Inc. used a conference presentation and press release to outline an operating strategy focused on building an integrated “Bitcoin company” across financial services, mining infrastructure, capital markets and mergers and acquisitions. The strategy is centered on potential acquisitions of Strike, a Bitcoin financial services firm, and Elektron, a large-scale global Bitcoin mining platform.
The company highlights plans to offer a wide range of Bitcoin financial products, develop industrial-scale mining with industry-leading hashrate, securitize its loan book and mining revenue, and acquire profitable Bitcoin businesses whose cash flows would be compounded into long-term Bitcoin accumulation. These plans are described as forward-looking and subject to risks and uncertainties.
Twenty One Capital, Inc. director and Chief Executive Officer Jack Mallers reported equity compensation in the form of Class A common stock and restricted stock units. He received 35,579 shares as part of his annual bonus for the fiscal year ended December 31, 2025, valued at $236,250 based on a $6.64 fair market value per share, with some of these shares withheld to cover taxes.
He was also granted 1,607,866 restricted stock units (RSUs). According to the vesting schedule, 321,573 RSUs vested as of April 1, 2026, and the remaining 1,286,293 RSUs will vest quarterly in equal tranches over the subsequent four years, each RSU representing one share of Class A common stock.
In connection with these awards, 10,425 shares and 119,867 shares of Class A common stock were withheld by the issuer to satisfy tax withholding obligations upon the grant or vesting of stock and RSUs. After these transactions, Mallers directly holds 1,513,513 shares of Class A common stock.
Twenty One Capital, Inc. Chief Financial Officer Steven Meehan received a grant of 204,223 restricted stock units (RSUs), each representing one share of Class A common stock. According to the vesting schedule, 25% vested as of April 1, 2026, with the remaining 75% vesting quarterly in equal tranches over the following three years. On the same date, 18,232 shares of Class A common stock were withheld at $6.64 per share to satisfy tax obligations upon RSU vesting, leaving Meehan with 185,991 shares of Class A common stock held directly after these transactions.
Twenty One Capital registered resale of 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 prospectus covers resale by selling holders and states the company will not receive proceeds from those resales. The Convertible Notes accrue interest at 1.00% per annum, mature on December 1, 2030, and were issued with an initial conversion rate of 72.0841 shares per $1,000 principal. The notes are secured by a first-priority security interest in 16,116.31574065 Bitcoin (valued at $1,459.5 million on the indicated averaging basis). Shares outstanding were 346,548,153 as of April 6, 2026.