Welcome to our dedicated page for Twenty One Capital 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.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on Twenty One Capital's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time EDGAR feed updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into Twenty One Capital's regulatory disclosures and financial reporting.
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.
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.