Twenty One Capital, Inc. IPO Filing Research

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 425 and confirms the priced prospectus.

33,450,252 shares · Gross proceeds $0.00

Class A Common Stock · Exchange NYSE · Ticker XXI · Selling stockholders only · Use of proceeds Selling stockholders reselling shares; no issuer proceeds

Twenty One Capital, Inc. is offering up to $464,045,000 in aggregate principal amount of 1.00% convertible senior notes due 2030, convertible into 33,450,252 shares of Class A common stock. The prospectus details the resale by selling securityholders of these notes and underlying shares, following a business combination involving entities like CEP, Tether, Bitfinex, and the Sponsor. The offering includes terms related to the Securities Exchange Agreement, PIPE investments, and conversion features. The company is an emerging growth company with reduced reporting requirements.

2026-04-07 · 0001213900-26-040725

EFFECT effective

SEC effectiveness notice

SEC declared the registration statement effective, allowing the offering to proceed.

Follows EFFECT and marks the registration effective.

The current filing marks the effectiveness of the registration statement for Twenty One Capital, Inc.'s 1.00% Convertible Notes due 2030 and underlying Class A Common Stock. The filing relates to the resale of up to $464,045,000 in convertible notes and 33,450,252 shares of Class A Common Stock by selling securityholders, following the Business Combination Agreement and related transactions. The company is an emerging growth company with no operating history prior to the merger.

2026-04-06 · 9999999995-26-001093

EFFECT effective

SEC effectiveness notice

SEC declared the registration statement effective, allowing the offering to proceed.

Follows S-1/A and marks the registration effective.

Twenty One Capital, Inc. has filed an S-1 registration statement for its initial public offering (IPO), including 1.00% convertible senior notes due 2030 and underlying Class A common stock. The filing confirms effectiveness on February 12, 2026, and outlines the resale of securities by selling securityholders, including convertible notes issued through private placements and a business combination agreement involving Tether, Bitfinex, and other entities. The company is an emerging growth company with reduced reporting requirements.

2026-02-12 · 9999999995-26-000547

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 425 and confirms the priced prospectus.

33,450,252 shares · Gross proceeds $464,045,000

Class A Common Stock · Exchange NYSE · Ticker XXI · Selling stockholders only · Use of proceeds selling stockholders with no issuer proceeds · Flags cayman_holding_company

Twenty One Capital, Inc. is offering up to $464 million in 1.00% convertible senior notes due 2030, convertible into 33,450,252 shares of Class A common stock. The prospectus outlines the resale of these notes and underlying shares by selling securityholders, following a business combination involving CEP, Tether, Bitfinex, and SoftBank. The offering includes details on the Securities Exchange Agreement, PIPE investments, and underwriting arrangements with Cantor Fitzgerald & Co.

2026-02-12 · 0001213900-26-015676

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1 filing.

33,450,252 shares

Class A Common Stock · Exchange NYSE · Ticker XXI · Selling stockholders only · Use of proceeds Selling stockholders are reselling securities; no proceeds to the issuer

Twenty One Capital, Inc. is registering up to $464,045,000 in 1.00% convertible senior notes due 2030, along with up to 33,450,252 shares of Class A common stock issuable upon conversion. The offering includes notes issued via subscription agreements, an option grant, and a securities exchange agreement tied to a business combination. The filing emphasizes that the company is an emerging growth company with reduced reporting requirements.

2026-02-09 · 0001213900-26-013482

S-1 filed

Initial registration statement

Initial public filing submitted to start the SEC review process.

Follows 8-A12B in the pre-IPO sequence.

35,068,912 shares

1.00% Convertible Senior Notes due 2030 · Exchange NYSE · Ticker XXI · Selling stockholders only · Use of proceeds Selling stockholders are offering the securities; the issuer does not receive proceeds

Twenty One Capital, Inc. is registering up to $486.5 million in 1.00% convertible senior notes due 2030 and 35,068,912 shares of Class A common stock underlying these notes. The offering follows a business combination agreement involving CEP, Tether, Bitfinex, and other entities, with the Sponsor exchanging shares for $46.3 million in convertible notes. The company is an emerging growth company with financial statements included for itself, CEP, and Twenty One.

2026-01-05 · 0001213900-26-001285

8-A12B effective

Exchange Act registration

Registration filed to list the securities under the Exchange Act ahead of trading.

Follows DRS/A and registers the class of securities for exchange listing.

Twenty One Capital, Inc. filed Form 8-A12B to register Class A common stock on the New York Stock Exchange, referencing its prior S-4 registration statement for a business combination. This follows a previous 425 filing related to the same transaction, which outlined risks and details about the merger with Cantor Equity Partners, Inc. and other entities.

2025-12-08 · 0001213900-25-119080

CERT inactive

CERT

Pre-IPO filing captured from the SEC submission timeline.

Follows 424B3 in the pre-IPO sequence.

Twenty One Capital, Inc. is registering Class A common stock for trading on the New York Stock Exchange. The current filing references a prospectus from an S-4 registration statement (File No. 333-290246) initially filed on September 15, 2025, with no new securities registered under Section 12(g) of the Exchange Act.

2025-12-08 · 0000876661-25-000946

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows 425 in the pre-IPO sequence.

Twenty One Capital, Inc. (Pubco) is involved in a business combination agreement with Cantor Equity Partners, Inc. (CEP) and other entities, including Tether Investments and iFinex. The transaction, which includes a registration statement on Form S-4, involves a proxy statement/prospectus for shareholder approval of the proposed business combination and related PIPE financings. The filing emphasizes that shareholders must review documents before voting and highlights risks associated with the transaction's completion and market conditions.

2025-12-04 · 0001213900-25-118311

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows 425 in the pre-IPO sequence.

The current filing (Form 425) relates to the business combination between Cantor Equity Partners, Inc. (CEP) and Twenty One Capital, Inc. (Pubco), including the approval of the merger agreement, organizational documents, and related transactions. Shareholders voted on proposals to approve the business combination, merger terms, and amendments to CEP's governance structure. The filing also references the registration statement on Form S-4, proxy statement/prospectus, and PIPE Offerings.

2025-12-04 · 0001213900-25-118309

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 425 and confirms the priced prospectus.

315,116,673 shares

Class A · Exchange Nasdaq · Ticker CEP · Use of proceeds To fund the Business Combination and related transactions

Twenty One Capital, Inc. filed a prospectus supplement (424B3) updating its proxy statement with details from a Form 8-K, confirming shareholder approval of the business combination with Cantor Equity Partners, Inc. (CEP). The filing outlines the merger structure, shareholder voting results, and next steps for the business combination, including the anticipated listing of Pubco Class A Stock on the NYSE. The transaction is expected to close following satisfaction of remaining conditions, with CEP shareholders approving key proposals related to the merger and organizational changes.

2025-12-04 · 0001213900-25-118048

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows 425 in the pre-IPO sequence.

The current filing by Twenty One Capital, Inc. details the pending business combination between Cantor Equity Partners, Inc. (CEP) and Twenty One Capital, Inc. (Pubco), including the upcoming shareholder vote to approve the merger. The transaction, which would result in Pubco's public listing under the ticker XXI, is set for a December 3, 2025, shareholder meeting. Jack Mallers, Pubco's Co-Founder and CEO, emphasized the retail-focused nature of the shareholder base and urged participation in the vote.

2025-12-03 · 0001213900-25-117909

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows 425 in the pre-IPO sequence.

Twenty One Capital, Inc. (Pubco) and Cantor Equity Partners, Inc. (CEP) are advancing their business combination, with a shareholder vote scheduled for December 3, 2025, to approve the transaction. The filing highlights the registration of a Form S-4, including a proxy statement/prospectus for the business combination and PIPE financings. The transaction aims to list Pubco under the ticker XXI, contingent on regulatory approvals and shareholder approvals. Risks include delays, Bitcoin price volatility, and regulatory uncertainties.

2025-12-03 · 0001213900-25-117858

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows 425 in the pre-IPO sequence.

The current filing by Twenty One Capital, Inc. announces the upcoming shareholder vote on December 3, 2025, to approve the business combination with Cantor Equity Partners, Inc. (CEP), which would result in Twenty One's public listing under the ticker symbol XXI. The filing highlights the significance of the vote, emphasizing retail shareholder participation, and notes the company's focus on Bitcoin-related operations. Jack Mallers, CEO of Pubco, stresses the importance of the vote as the final step before the transaction closes, with the company entering a quiet period restricting public discussion of details.

2025-12-02 · 0001213900-25-117373

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows 425 in the pre-IPO sequence.

Twenty One Capital, Inc. (Pubco) is nearing the completion of its business combination with Cantor Equity Partners, Inc. (CEP) via a de-SPAC transaction. The process hinges on a shareholder vote on December 3, 2025, to approve the merger, which would enable Pubco to list under the ticker XXI. Jack Mallers, CEO of Pubco, emphasized the significance of retail shareholder participation, as the majority of CEP's shares are held by individual investors. The transaction remains subject to SEC approval and is currently in a quiet period, limiting public commentary on operational details.

2025-12-02 · 0001213900-25-117345

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows 425 in the pre-IPO sequence.

Twenty One Capital, Inc. (Pubco) entered into a Business Combination Agreement with Cantor Equity Partners, Inc. (CEP) and other entities, including Tether and iFinex, to form a SPAC partnership. The transaction involves merging with Twenty One Merger Sub D and other entities, with Jack Mallers, CEO of Pubco, discussing strategic goals in a public interview. The company aims to combine Bitcoin-focused operations with capital markets strategies, emphasizing financial services, lending, and Bitcoin treasury management. The filing highlights ongoing shareholder approvals and regulatory disclosures.

2025-11-26 · 0001213900-25-114899

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows 425 in the pre-IPO sequence.

Twenty One Capital, Inc. (Pubco) is advancing its business combination with Cantor Equity Partners, Inc. (CEP) and other entities, including Tether and iFinex. The filing includes a transcript of CEO Jack Mallers discussing the partnership, strategic focus on Bitcoin treasury and financial services, and the company's position between Coinbase and Strategy. The transaction remains pending shareholder approval, with a vote scheduled for December 3, 2025. The filing emphasizes the company's unique role in combining Bitcoin exposure with operating businesses and financial engineering.

2025-11-25 · 0001213900-25-114847

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows 424B3 in the pre-IPO sequence.

Twenty One Capital, Inc. (Pubco) is advancing its business combination with Cantor Equity Partners, Inc. (CEP), involving a merger with Twenty One Merger Sub D and other entities. The filing includes a shareholder voting reminder for the December 3, 2025, extraordinary general meeting, emphasizing the need for shareholder approval of the proposed transactions. The registration statement on Form S-4 includes a preliminary proxy statement and prospectus for the business combination and related PIPE financings. Shareholders are urged to review the documents before voting.

2025-11-25 · 0001213900-25-114381

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows 424B3 in the pre-IPO sequence.

The current 425 filing includes an interview with Jack Mallers, CEO of Twenty One Capital, Inc., discussing the company's Bitcoin treasury strategy, comparisons to competitors like MicroStrategy and Coinbase, and its approach to avoiding leveraged preferred equity. Mallers emphasizes a focus on cash flow generation and Bitcoin accumulation over leverage, while also addressing Tether's expanding role in gold royalties and the broader crypto ecosystem.

2025-11-20 · 0001213900-25-112750

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows S-4/A in the pre-IPO sequence.

Twenty One Capital, Inc. (Pubco) is preparing for a public stock exchange listing following a Business Combination Agreement with entities including Cantor Equity Partners, Inc. (CEP). CEO Jack Mallers emphasized the company's strategy to build cash flow and avoid leverage through preferred equities, contrasting with models like MicroStrategy's. The filing highlights plans to optimize Bitcoin treasury operations while focusing on profitability and avoiding dilution. The company also noted its position as a major Bitcoin holder and its relationship with Tether, which is expanding into gold royalties.

2025-11-19 · 0001213900-25-112739

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 425 and confirms the priced prospectus.

315,116,673 shares

Class A · Exchange Nasdaq Stock Market LLC · Ticker CEP · Flags cayman_holding_company

The current filing updates the proxy statement with the quarterly financial results of Cantor Equity Partners, Inc. from the 10-Q filed on November 14, 2025. It outlines the financial performance, including net income, changes in redeemable shares, and cash flows. The filing also confirms the company's status as an emerging growth company post-business combination and references the ongoing business combination with Twenty One Capital, Inc., involving share exchanges and convertible notes.

2025-11-14 · 0001213900-25-110910

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows S-4 and confirms the priced prospectus.

315,116,673 shares

Class A · Flags cayman_holding_company, dual_class

Twenty One Capital, Inc. (Pubco) is undergoing a business combination with Cantor Equity Partners, Inc. (CEP) through a merger structure, resulting in Pubco becoming a publicly traded company. The transaction involves multiple mergers, PIPE investments, and Bitcoin-related contributions. Key components include the exchange of CEP shares for Pubco Class A Stock, the acquisition of Twenty One Assets, LLC by CEP Merger Sub, and significant Bitcoin investments from Tether and Bitfinex. The filing also outlines the conversion of debt, lock-up agreements, and services agreements with Tether.

2025-11-06 · 0001213900-25-106812

S-4/A amended

S-4/A

Pre-IPO filing captured from the SEC submission timeline.

Updates the prior DRS/A filing.

Class A and Class B · Exchange NASDAQ · Ticker TWEV · Use of proceeds To complete the business combination and related transactions · Flags cayman_holding_company, foreign_private_issuer

Twenty One Capital, Inc. (Pubco) is undergoing a business combination with Cantor Equity Partners, Inc. (CEP) through a merger structure, resulting in Pubco becoming a publicly traded company. The transaction involves the exchange of CEP shares for Pubco Class A and B stock, with additional PIPE investments including convertible notes, equity placements, and Bitcoin contributions from Tether and Bitfinex. The filing also outlines the sale of Bitcoin by Tether to Pubco and the role of SoftBank and other stakeholders in the deal.

2025-10-17 · 0001213900-25-099972

425 supplemental

425

Pre-IPO filing captured from the SEC submission timeline.

Follows DRS in the pre-IPO sequence.

Twenty One Capital, Inc. (Pubco) is advancing its business combination with Cantor Equity Partners, Inc. (CEP), including product updates and SEC regulatory developments. CEO Jack Mallers highlighted new features like Bitcoin deposits, recurring payments, and DCA automation, while emphasizing the company's focus on Bitcoin infrastructure. The filing notes $5 billion in Bitcoin escrow pending SEC approval and ongoing discussions about market competition and regulatory compliance.

2025-09-25 · 0001213900-25-091298

S-4 filed

S-4

Pre-IPO filing captured from the SEC submission timeline.

First tracked pre-IPO filing for this issuer.

Twenty One Capital, Inc. is undergoing a business combination involving a merger with Cantor Equity Partners, Inc. (CEP) and other entities, resulting in the creation of a publicly traded company. The transaction includes share exchanges, PIPE investments, and Bitcoin-related contributions. The S-4 filing details the merger structure, shareholder exchanges, and additional securities offerings, building on prior DRS/A disclosures.

2025-09-15 · 0001213900-25-087358

DRS/A amended

Amended draft registration statement

Updated draft registration filed before the public launch.

Updates the prior DRS filing.

Twenty One Capital, Inc. filed an amended registration statement (DRS/A) relating to a business combination with Cantor Equity Partners, Inc. (CEP). The filing outlines the merger of CEP with a subsidiary of Pubco and the merger of Twenty One with a Delaware entity, resulting in Pubco becoming a publicly traded company. The transaction involves complex capital structure changes, including the exchange of CEP shares for Pubco stock, Bitcoin contributions, and PIPE investments. The filing also details subscription agreements for convertible notes and equity investments, as well as legal and financial arrangements with Tether, Bitfinex, and other parties.

2025-08-12 · 0001213900-25-074604

DRS filed

Draft registration statement

Draft registration filed confidentially before the public launch.

First tracked pre-IPO filing for this issuer.

Twenty One Capital, Inc. filed a Form S-4 registration statement for a business combination involving a merger with Cantor Equity Partners, Inc. (CEP) and related transactions. The deal includes a stock exchange where CEP shareholders will receive shares of Twenty One Capital's Class A common stock, while sellers (Tether, Bitfinex, and SoftBank) will receive Pubco Class A and B shares. The filing also details $340.2 million in convertible notes, equity PIPE investments, and Bitcoin contributions. The transaction is contingent on regulatory approvals and other conditions.

2025-07-03 · 0001213900-25-061570

Twenty One Capital, Inc.

Filing Timeline

4 comparable deals

Recent News