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. 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.
Twenty One Capital, Inc. filed a Post-Effective Amendment No. 1 to its Form S-1 to update the prospectus with its 2025 Form 10-K information. The amendment registers for resale 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 states the Company will not receive proceeds from resale by the selling securityholders and discloses 346,548,153 shares outstanding as of March 30, 2026.
The filing summarizes the Convertible Notes terms (1.00% interest, Maturity December 1, 2030; initial conversion rate of 72.0841 shares per $1,000) and collateral (a first-priority security interest in 16,116.31574065 Bitcoin). It also describes the PIPE financings, related-party arrangements and Risk Factors. This prospectus is subject to completion.
Twenty One Capital, Inc. presents its first annual report as a Bitcoin-focused operating company formed through a business combination with CEP and Twenty One Assets. The company’s core strategy is to accumulate and actively manage Bitcoin while developing Bitcoin education and branded content for institutions and retail investors.
At closing of the business combination, Twenty One held approximately 43,500 Bitcoin, sourced through PIPE financings, in‑kind contributions from Tether and Bitfinex, and additional purchases. It financed part of this strategy with $486.5 million of 1.00% convertible senior secured notes due 2030 and equity PIPEs totaling $365 million.
As of December 31, 2025, the aggregate market value of common equity held by non‑affiliates was about $365.3 million, and as of March 30, 2026, there were 346,548,153 Class A and 304,842,759 Class B shares outstanding. All Bitcoin is custodied with Anchorage under a multi‑year agreement, and the company highlights extensive risk factors tied to Bitcoin price volatility, evolving regulation and its limited operating history.
Twenty One Capital, Inc. reported results of its March 12, 2026 annual shareholder meeting and related board actions. Shareholders of all 304,842,759 outstanding shares of Class B common stock entitled to vote unanimously elected seven directors, including Jack Mallers and representatives affiliated with Tether and SoftBank, to serve until the next annual meeting.
In connection with this election and under an existing governance agreement with Tether and SoftBank, six directors affiliated with these investors submitted letters of resignation from the board and its committees that will become effective if and when requested by Tether or SoftBank, as applicable.
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.