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Midas Edge

Twenty One Capital, Inc.

For the period ended Mar 31, 2026. Filed May 13, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 13, 2026

XXI$5.57+1.6%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 6. Exhibits

2.1(1)†Business Combination Agreement, dated as of April 22, 2025, by and among CEP, CEP Merger Sub, Twenty One Capital, Twenty One, the Sellers and, for certain limited purposes, SoftBank (incorporated by reference to Exhibit 2.1 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025)
2.2Amendment No. 1 to the Business Combination Agreement, dated as of July 26, 2025, by and among CEP, CEP Merger Sub, Twenty One Capital, Twenty One, the Sellers and, for certain limited purposes, SoftBank (incorporated by reference to Exhibit 2.2 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025)
2.3Plan of Merger, dated December 4, 2025, between Twenty One Merger Sub D, Cantor Equity Partners, Inc. and the Company (incorporated by reference to Exhibit 2.3 to Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025)
3.1Amended and Restated Certificate of Formation of Twenty One Capital (incorporated by reference to Exhibit 3.1 to Twenty One Capital’s Form 10-K filed with the SEC on March 31, 2026).
3.2Amended and Restated Bylaws of Twenty One Capital (incorporated by reference to Exhibit 3.2 to Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).
4.1Indenture, dated December 8, 2025, by and among the Company, the Trustee and the Collateral Agent (incorporated by reference to Exhibit 4.1 to Twenty One Capital’s Registration Statement on Form S-1 filed with the SEC on January 5, 2026).
4.2Form of Convertible Note (included in Exhibit 4.1).
10.1†Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).
10.2(1)Sponsor Support Agreement, dated April 22, 2025, by and among CEP, Sponsor and Twenty One Capital (incorporated by reference to Exhibit 10.2 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).
10.3(1)Amendment No. 1 to Sponsor Support Agreement, dated as of June 25, 2025, by and among the Sponsor, CEP and Twenty One Capital (incorporated by reference to Exhibit 10.15 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).
10.4(1)†Form of Convertible Notes Subscription Agreement, dated as of April 22, 2025, by and among CEP, Twenty One Capital and certain investors party thereto (incorporated by reference to Exhibit 10.4 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025)
10.5†Security Agreement, dated December 8, 2025, by and between the Company and Anchorage Digital Bank, N.A. (incorporated by reference to Exhibit 10.9 to Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).
10.6†Form of Equity PIPE Subscription Agreement, dated as of April 22, 2025, by and among CEP, Twenty One Capital and certain investors party thereto (incorporated by reference to Exhibit 10.6 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).
10.7(1)Services Agreement, dated December 8, 2025, by and between Tether and Twenty One Capital (incorporated by reference to Exhibit 10.8 to Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).
10.8Contribution Agreement, dated as of April 22, 2025, by and among Tether, Bitfinex and Twenty One (incorporated by reference to Exhibit 10.8 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).
10.9Securities Exchange Agreement, dated December 8, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).
10.10†Form of June Equity PIPE Subscription Agreement, dated as of June 19, 2025, by and among CEP, Twenty One Capital and certain investors party thereto (incorporated by reference to Exhibit 10.13 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).
10.11(1)June PIPE Bitcoin Sale and Purchase Agreement, dated as of June 23, 2025, by and among Twenty One Capital, Tether, SoftBank and CEP (incorporated by reference to Exhibit 10.10 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).
10.12Amended and Restated Registration Rights Agreement, dated December 8, 2025, by and among Twenty One Capital, CEP, the Sponsor, the Sellers and SoftBank (incorporated by reference to Exhibit 10.7 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).
10.13Insider Letter, dated August 14, 2024, by and among the Company, its officers, its directors and the Sponsor (incorporated by reference to Exhibit 10.1 to Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 11, 2025).
10.14Amendment to Insider Letter, by and among Tether, Sponsor and CEP (incorporated by reference to Exhibit 10.2 to Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 11, 2025).
10.15Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).
10.16Twenty One Capital, Inc. 2025 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025)
10.17Employment Agreement between the Company and Jack Mallers, dated December 8, 2025 (incorporated by reference to Exhibit 10.12 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025)
10.18Employment Agreement between the Company and Steven Meehan, dated December 8, 2025 (incorporated by reference to Exhibit 10.13 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025)
10.19†Governance Agreement, dated December 8, 2025, by and among the Company, Tether, Bitfinex and SoftBank (incorporated by reference to Exhibit 10.18 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).
10.20Form of Stock Option Grant Notice and Award Agreement under Twenty One Capital, Inc. 2025 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to Twenty One Capital’s Form 10-K filed with the SEC on March 31, 2026).
31.1*Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1†SoftBank Purchase Agreement, dated as of April 22, 2025, by and between Tether and SoftBank ((incorporated by reference to Exhibit 10.9 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).
99.2(1)†Amended and Restated SoftBank Sale and Purchase Agreement, dated as of June 23, 2025, by and among Tether and SoftBank ((incorporated by reference to Exhibit 10.10 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).
99.3(1)Cantor Sale and Purchase Agreement, dated as of October 16, 2025, by and between Tether and Sponsor (incorporated by reference to Exhibit 99.12 to Twenty One Capital’s Form S-4 Registration Statement filed with the SEC on October 17, 2025).
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith.
(1)Certain schedules, exhibits and similar attachments have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted information to the SEC upon its request.
†Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
ContentsView on SEC.gov

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