Twenty One Capital, Inc. (XXI): M&A transaction — Twenty One Capital completes SPAC merger with Cantor; receives $1.46B in Bitcoin, issues $486.5M notes

Twenty One Capital, Inc.

Tether contributed 24,500 BTC and Bitfinex contributed 7,000 BTC to Pubco in exchange for equity.
Issued $486.5M aggregate of 1% convertible senior notes due 2030, convertible at 72.0841 shares/$1,000.
SoftBank purchased 89.1M Pubco shares from Tether for $999.3M as part of the transaction.
PIPE investors received 20M shares (April) and 7.86M shares (June) at $10.75 & $21.00 per share respectively.
Convertible notes secured by 16,116.3 BTC valued at $1.4595B; Sellers/SoftBank locked up for 6 months.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Twenty One Capital, Inc.: Amended and Restated Bylaws adopted (effective 2025-12-08).

Change: bylaw amendment
Effective: 2025-12-08

Exact text from the filing

adopted the Amended and Restated Bylaws (the “Bylaws”) on December 8, 2025

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Twenty One Capital, Inc.: Amended and Restated Certificate of Formation filed and effective (effective 2025-12-08).

Change: charter amendment
Effective: 2025-12-08

Exact text from the filing

Pubco filed the Amended and Restated Certificate of Formation (the “Certificate of Formation”) with the Texas Secretary of State on December 5, 2025, which became effective on December 8, 2025

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Twenty One Capital, Inc.: CEP ceased to be a shell company upon closing of business combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, CEP ceased to be a shell company upon the Closing.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Twenty One Capital, Inc.: Board adopted a new Code of Conduct (effective 2025-12-08).

Change: code of ethics
Effective: 2025-12-08

Exact text from the filing

On December 8, 2025, the Board adopted a new Code of Conduct that applies to all of its employees, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Twenty One Capital, Inc. underwent a change of control involving Cantor Equity Partners, Inc. (closed 2025-12-08).

Action: change of control
Counterparty: Cantor Equity Partners, Inc.
Closing: 2025-12-08

Exact text from the filing

Immediately following completion of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination”), CEP Surviving Subsidiary and Company Surviving Subsidiary became wholly owned subsidiaries of Pubco.

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101 governance changes filed in the last 30 days. Browse all governance changes →

Twenty One Capital, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-121293

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