Twenty One Capital (XXI) Registration Filing summary

Company overview and business model

• Focuses exclusively on Bitcoin-related business lines, including active Bitcoin accumulation and management, and development of educational content to drive Bitcoin literacy among institutional and retail investors.

• Plans to expand into Bitcoin-centric financial services, such as advisory, structured products, and lending, subject to regulatory approvals and market conditions.

• Operates as a Bitcoin-native public company, aiming to provide capital-efficient exposure to Bitcoin through the equity markets.

• Initial Bitcoin holdings were acquired via contributions from Tether and Bitfinex, PIPE investments, and at-market purchases, with all Bitcoin held in institutional-grade custody.

• Educational initiatives are expected to generate both direct revenue (subscriptions, licensing, partnerships) and indirect value by promoting Bitcoin adoption.

Financial performance and metrics

• As of September 30, 2025, reported net losses: Twenty One Capital, Inc. ($65,554), Twenty One Assets, LLC ($1,063,452); both entities had not generated revenue.

• Pro forma combined net loss for the nine months ended September 30, 2025, was $21.4 million; for the year ended December 31, 2024, net loss was $93.0 million.

• At closing, held approximately 43,500 Bitcoin, with significant exposure to Bitcoin price volatility impacting financial results.

• Cash and cash equivalents as of September 30, 2025, were $808,230 for Twenty One Assets, LLC; Twenty One Capital, Inc. had no cash and a working capital deficit.

• The company’s financial statements reflect a going concern risk due to recurring losses and negative cash flows from operations.

Use of proceeds and capital allocation

• Proceeds from PIPE financings and convertible notes were used to acquire Bitcoin from Tether and to fund operations.

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

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