Backed by Tether and SoftBank Group, Twenty One is expected to launch with over 42,000 Bitcoin and a mission to maximize Bitcoin Ownership Per Share
Twenty One Capital, a newly formed entity, announced it has entered into a definitive agreement for a business combination with Cantor Equity Partners, (“CEP”) (the “Business Combination”), a special-purpose acquisition company (SPAC) sponsored by an affiliate of Cantor Fitzgerald, a leading global financial services and real estate services holding company.
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At the closing of the Business Combination, Twenty One will be majority-owned by Tether, co-founder of Twenty One and the world’s largest stablecoin issuer, and Bitfinex, with significant minority ownership by SoftBank Group Corp. (“SoftBank Group”), one of the world’s leading investment holding companies.
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Twenty One and CEP have also entered into subscription agreements with investors to raise, at closing, $585 million of total additional capital consisting of (i) $385 million through convertible senior secured notes and (ii) $200 million through a common equity PIPE financing (the “PIPE Offerings”, and together with the Business Combination, the “Proposed Transactions”). The net proceeds from the PIPE Offerings, which will close contemporaneously with the Business Combination, will be used to purchase additional Bitcoin and for general corporate purposes. Twenty One expects to launch with more than 42,000 Bitcoin, which would make it the third-largest Bitcoin treasury in the world as of today.
A New Era: Measuring Success in Bitcoin
Twenty One is built to accumulate Bitcoin and grow ownership per share, not just track it.
As part of its launch, Twenty One will introduce two key performance metrics, to reflect its Bitcoin-denominated capital structure and Bitcoin-focused mindset.
- Bitcoin Per Share (BPS): Amount of Bitcoin each fully-diluted share represents, reflecting shareholder ownership in Bitcoin rather than fiat earnings per share
- Bitcoin Return Rate (BRR): Rate at which BPS grows over time, denominating the company’s performance in Bitcoin
Led by Seasoned Founder with Deep Bitcoin Expertise
Twenty One will be led by Co-Founder and CEO Jack Mallers, who has been instrumental in furthering Bitcoin’s adoption by institutions, corporations, and governments worldwide, and will continue with his existing roles and responsibilities. As the Founder and CEO of Strike, he has built one of the world’s leading digital payment providers on Bitcoin’s Lightning Network, pioneering Bitcoin brokerage infrastructure and Bitcoin’s integration into corporate balance sheets.
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“Markets need reliable money to measure value and allocate capital efficiently,” said Jack Mallers, Co-Founder and CEO of Twenty One. “We believe that Bitcoin is the answer, and Twenty One is how we bring that answer to public markets. Our mission is simple: to become the most successful company in Bitcoin, the most valuable financial opportunity of our time. We’re not here to beat the market, we’re here to build a new one. A public stock, built by Bitcoiners, for Bitcoiners.”
“Bitcoin is one of the only truly decentralized, immutable, and censorship-resistant asset, and its role as the foundation of a new financial system is inevitable,” said Paolo Ardoino, CEO of Tether. “With Jack at the helm, we are proud to support this effort to further Bitcoin’s adoption and reinforce its role as the ultimate store of value. At Tether, we have always believed in supporting initiatives that strengthen Bitcoin’s dominance and real-world utility. Twenty One will take a Bitcoin-first approach that aligns with our vision—prioritizing accumulation over speculation and building long-term value for those who understand what Bitcoin represents.”
Pioneering Bitcoin-native Financial Solutions
Twenty One is structured to be a day one Bitcoin-native company that will strategically allocate capital to increase Bitcoin per share. Twenty One intends to develop a corporate architecture capable of supporting financial products built with and on Bitcoin. This includes native lending models, capital market instruments, and future innovations that will replace legacy financial tools with Bitcoin-aligned alternatives. As a pro-Bitcoin advocate, Twenty One plans to produce original Bitcoin-focused content and media. This pure-play approach will offer investors access to a public company that combines Bitcoin exposure with an operating business building Bitcoin-native products and services.
“Cantor’s relationships with innovative partners are key to unlocking unique opportunities, and we are proud of our role in this extraordinary collaboration between Tether, a foundation for today’s digital asset ecosystem, and SoftBank, one of the world’s preeminent investors,” said Brandon Lutnick, Chairman & CEO of Cantor Equity Partners, Inc. and Chairman of Cantor Fitzgerald, L.P. “With a visionary leader at the helm and backing from two renowned industry leaders, Twenty One is designed to help investors capture value from Bitcoin’s growing global demand and increasing institutional adoption.”
Terms of the Transaction
Shares of Cantor Equity Partners will continue to trade on Nasdaq under the symbol “CEP” until the closing of the Transaction. Twenty One will seek to trade after closing under the ticker symbol “XXI.”
The Board of Directors of each of Twenty One and CEP has unanimously approved the transaction. The transaction will require the approval of the shareholders of CEP and is subject to customary closing conditions.
The transaction values Twenty One at a pro-forma enterprise value of $3.6 billion, based on a Bitcoin spot price of $84,863.57 (a 10-day average CME CF BRRNY price) as of April 21, 2025. The transaction is expected to provide approximately $540 million in proceeds to Twenty One, including from a fully committed convertible senior secured notes PIPE of $385 million, convertible at $13.00 per share, a fully committed common equity PIPE of $200 million at $10.00 per share, and $100 million of cash held in the trust account of CEP, assuming no redemptions and prior to accounting for transaction expenses and interest accrued on the CEP trust account. Up to an additional $100 million of convertible senior secured notes may be purchased, at the investors’ option (the “Convertible Notes Option”), within 30 days of the date hereof, which may generate additional proceeds.
Tether has also agreed to purchase Bitcoin in an amount equal to the aggregate amount of the convertible senior secured notes and equity PIPE offerings, less transaction expenses and certain other amounts, within 10 business days of the date hereof, plus additional Bitcoin to the extent investors elect to exercise their Convertible Notes Option. This Bitcoin will then be purchased by Twenty One upon closing using the proceeds of the PIPE offerings at a purchase price equal to the amount paid by Tether for such Bitcoin.
Additional information about the Business Combination and the PIPE Offerings, including a copy of the business combination agreement (the “Business Combination Agreement”) and investor presentations, will be available in a Current Report on Form 8-K to be filed by CEP with the U.S. Securities and Exchange Commission (the “SEC)
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Source – PR Newswire
