Twenty One Capital (XXI) Registration Filing summary

Company overview and business model

• Formed in March 2025, the company focuses on Bitcoin accumulation, management, and educational content to drive institutional and retail Bitcoin literacy.

• The business model centers on holding Bitcoin as a strategic reserve asset and developing educational and branded content for monetization.

• Future plans include launching Bitcoin-centric financial services, such as advisory, lending, and structured products, subject to regulatory approval.

Financial performance and metrics

• As of September 30, 2025, the company had not generated revenue and reported a net loss of $65,554 since inception.

• Twenty One Assets, LLC, a predecessor, reported a net loss of $1,063,452 for the period from April 17, 2025, to September 30, 2025.

• The company’s pro forma combined financials reflect a net loss of $21.4 million for the nine months ended September 30, 2025, and $93.0 million for the year ended December 31, 2024.

• The company’s assets are primarily Bitcoin holdings and cash from PIPE investments, with significant future capital needs anticipated.

Use of proceeds and capital allocation

• Proceeds from PIPE financings were used to acquire Bitcoin from Tether, with 43,500 Bitcoin held as of the business combination closing.

• No proceeds from the resale of Class A Common Stock or Convertible Notes by selling securityholders will go to the company.

• Future capital allocation will prioritize additional Bitcoin purchases, development of educational content, and, eventually, financial services expansion.