Twenty One Capital, Inc.

Previous wording

On April 29, 2026, Mr. Mallers, our Chief Executive Officer, announced the Company’s operating strategy centered on the potential transactions or acquisitions involving Zap Solutions Holding, Inc. (doing business as Strike) and Elektron Energy Operations Limited and related operations (collectively, doing business as Elektron). Mr. Mallers is the founder and Chief Executive Officer of Strike. We currently have no binding commitments or agreements with respect to any such acquisitions, nor has any such transaction been evaluated or approved by our Board of Directors. There can be no assurance that we will eventually enter into or consummate any acquisitions, or that if we do consummate such acquisitions, that they will achieve the intended benefits. See “*Risk Factors–We may engage in transactions to acquire Strike, a leading Bitcoin financial services company, and Elektron, a large-scale global Bitcoin mining platform. We currently have no binding commitments or agreements with respect to any such transactions, nor has any such transaction been evaluated or approved by our Board of Directors. There can be no assurance that such transactions will be entered into or consummated and if consummated, how they may impact our results of operations”.*These transactions, if we determine to pursue them, will be evaluated in accordance with the relevant provisions of the Texas Business Organizations Code and our related person transaction policy.

Current wording

On July 21, 2026, Twenty One Capital issued a press release regarding the Company’s overview of its operating strategy centered on potential acquisition involving Zap Solutions Holding, Inc. (doing business as Strike) and Elektron Energy Operations Limited and related operations (collectively, doing business as Elektron), as previously announced on April 29, 2026, and reported that Twenty One Capital is no longer pursuing the acquisition of Strike. We currently have no binding commitments or agreements with respect to the acquisition of Elektron, nor has any such transaction been evaluated or approved by our Board of Directors. There can be no assurance that we will eventually enter into or consummate any acquisitions, or that if we do consummate such acquisitions, that they will achieve the intended benefits. See “Risk Factors-We may engage in transactions to acquire Strike, a leading Bitcoin financial services company, and Elektron, a large-scale global Bitcoin mining platform. We currently have no binding commitments or agreements with respect to any such transactions, nor has any such transaction been evaluated or approved by our Board of Directors. There can be no assurance that such transactions will be entered into or consummated and if consummated, how they may impact our results of operations” under “Item 1A, Risk Factors” in the Part II of our First Quarter 2026 Form 10-Q. These transactions, if we determine to pursue them, will be evaluated in accordance with the relevant provisions of the Texas Business Organizations Code and our related person transaction policy.

Previous wording

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Current wording

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Previous wording

Twenty One Capital expects to remain an emerging growth company until the earlier of (i) the last day of the fiscal year (1) following the fifth anniversary of the consummation of the Business Combination, (2) in which Twenty One Capital has total annual gross revenue of at least $1.235 billion, or (3) in which the Company is deemed to be a large accelerated filer, which means the market value of Company Stock that is held by non-affiliates equaled or exceeded $700 million as of the end of that year’s second fiscal quarter, and (ii) the date on which Twenty One Capital has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. The Company expects to remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Company’s Common Stock held by non-affiliates is equal to or exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues is equal to or exceeds $100 million during such completed fiscal year and the market value of the Company’s Common Stock held by non-affiliates is equal to or exceeds $700 million as of the end of that year’s second fiscal quarter.

Current wording

Twenty One Capital expects to remain an emerging growth company until the earlier of (i) the last day of the fiscal year (1) following the fifth anniversary of the consummation of the Business Combination, (2) in which Twenty One Capital has total annual gross revenue of at least $1.235 billion, or (3) in which the Company is deemed to be a large accelerated filer, which means the market value of Company Stock that is held by nonaffiliates equaled or exceeded $700 million as of the end of that year’s second fiscal quarter, and (ii) the date on which Twenty One Capital has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. The Company expects to remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Company’s Common Stock held by non-affiliates is equal to or exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues is equal to or exceeds $100 million during such completed fiscal year and the market value of the Company’s Common Stock held by non-affiliates is equal to or exceeds $700 million as of the end of that year’s second fiscal quarter.

Previous wording

The following table sets forth our unaudited condensed consolidated statement of operations for the three months ended March 31, 2026:

Current wording

The following table sets forth our unaudited condensed consolidated statement of operations for the three months ended June 30, 2026 and 2025 and the six months ended June 30, 2026 and the period from March 7, 2025 (inception) to June 30, 2025:

Previous wording

Interest expenses of $1,307,552 for the three months ended March 31, 2026 comprises interest on the Convertible Notes and amortization of debt issuance costs.

Current wording

Interest expenses of $1,333,003 and $2,640,555 for the three and six months ended June 30, 2026, respectively, comprises interest on the Convertible Notes and amortization of debt issuance costs.

Previous wording

Interest income received on deposits at bank was $265 for the three months ended March 31, 2026.

Current wording

Interest income received on deposits at bank was $224 and $489 for the three and six months ended June 30, 2026, respectively.

Previous wording

The gain on disposal of digital asset of digital assets of $3,180 for the three months ended March 31, 2026 is a result of a payment made in 1 Bitcoin.

Current wording

The gain on disposal of digital asset of $0 and $3,180 for the three and six months ended June 30, 2026, respectively, is a result of a payment made in 1 Bitcoin.

Previous wording

The change in fair value of digital assets of $847,815,783 for the three months ended March 31, 2026 is a result of a decrease in Bitcoin value from December 31, 2025 to March 31, 2026.

Current wording

The change in fair value of digital assets of $401,476,433 and $1,249,295,396 for the three and six months ended June 30, 2026, respectively, is a result of a decrease in Bitcoin value from December 31, 2025 to June 30, 2026.

Previous wording

As of March 31, 2026 and December 31, 2025, the Company held 43,514 and 43,515 Bitcoin, respectively, and had 346,548,153 shares of Class A Common Stock outstanding, representing BPS (in Sats) of 12,557 at each period.

Current wording

As of June 30, 2026 and December 31, 2025, the Company held 43,514 and 43,515 Bitcoin, respectively, and had 346,807,836 and 346,548,153 shares of Class A Common Stock outstanding, respectively, representing BPS (in Sats) of 12,547 and 12,557, respectively.

Previous wording

As noted above, these KPls are narrow in their purpose and are used by management to assist it in assessing whether we are raising and deploying capital in a manner accretive to shareholders solely as it pertains to our Bitcoin holdings. In calculating these KPls, we do not consider the source of capital used for the acquisition of our Bitcoin. If we purchase Bitcoin using proceeds from offerings of non-convertible notes or non-convertible preferred stock, or convertible notes or preferred stock that carry conversion prices above the current trading price of our common stock or conversion rights that are not then exercisable, such transactions have the effect of increasing the BPS and BRR, while also increasing our indebtedness and senior claims of holders of instruments other than Class A Common Stock with respect to dividends and to our assets, including our Bitcoin, if we were to liquidate, in a manner that is not reflected in these metrics.

Current wording

As noted above, these KPIs are narrow in their purpose and are used by management to assist it in assessing whether we are raising and deploying capital in a manner accretive to shareholders solely as it pertains to our Bitcoin holdings. In calculating these KPIs, we do not consider the source of capital used for the acquisition of our Bitcoin. If we purchase Bitcoin using proceeds from offerings of non-convertible notes or non-convertible preferred stock, or convertible notes or preferred stock that carry conversion prices above the current trading price of our common stock or conversion rights that are not then exercisable, such transactions have the effect of increasing the BPS and BRR, while also increasing our indebtedness and senior claims of holders of instruments other than Class A Common Stock with respect to dividends and to our assets, including our Bitcoin, if we were to liquidate, in a manner that is not reflected in these metrics.

Previous wording

The unaudited condensed consolidated financial statements as of March 31, 2026 have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company reported a net loss of $859,691,958 for the three months ended March 31, 2026. As of March 31, 2026, the Company had an aggregate cash balance of $114,057,427, a net working capital of $117,850,738 and an accumulated deficit of $1,123,142,688.

Current wording

The unaudited condensed consolidated financial statements as of June 30, 2026 have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company reported a net loss of $413,539,273 and $1,273,231,231 for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, the Company had an aggregate cash balance of $106,132,084, a net working capital of $110,571,694 and an accumulated deficit of $1,536,681,961.

Previous wording

The Company received proceeds of $82,256,882 as a result of the Business Combination in December 2025, after giving effect to stockholder redemptions and payment of transaction expenses in connection with the Business Combination. As of March 31, 2026, the fair value of digital asset holdings was $2,951,638,847. The combined value of cash and digital asset totaled $3,065,696,274 as of March 31, 2026.

Current wording

The Company received proceeds of $82,256,882 as a result of the Business Combination in December 2025, after giving effect to stockholder redemptions and payment of transaction expenses in connection with the Business Combination. As of June 30, 2026, the fair value of digital asset holdings was $2,550,162,413. The combined value of cash and digital asset totaled $2,656,294,497 as of June 30, 2026.

Previous wording

We hold a significant digital asset position, which declined by $847,815,783 during the three months ended March 31, 2026, due to the decline in fair value of Bitcoin. While we classify our digital assets, net of current portion, as long-term, consistent with our bitcoin treasury approach, our significant bitcoin holdings, along with associated unrealized gains, may provide a potential source of liquidity if monetized. However, approximately 16,116 Bitcoin are held as collateral to the Convertible Notes. The Bitcoin that serves as collateral to the Convertible Notes cannot be used as a source of liquidity for the Company.

Current wording

We hold a significant digital asset position, which declined by $401,476,433 and $1,249,295,396 during the three and six months ended June 30, 2026, respectively, due to the decline in fair value of Bitcoin. While we classify our digital assets, net of current portion, as long-term, consistent with our bitcoin treasury approach, our significant bitcoin holdings, along with associated unrealized gains, may provide a potential source of liquidity if monetized. However, approximately 16,116 Bitcoin are held as collateral to the Convertible Notes. The Bitcoin that serves as collateral to the Convertible Notes cannot be used as a source of liquidity for the Company.

Previous wording

Cash flows for the three months ended March 31, 2026

Current wording

Cash flows for the six months ended June 30, 2026 and the period from March 7, 2025 (inception) to June 30, 2025:

Previous wording

Net cash used in operating activities for three months ended March 31, 2026 was $3,645,506 and is primarily related to the increase in prepaid and other current assets, partially offset by a decrease in other non current assets and a decrease in accounts payable and accrued expenses.

Current wording

Net cash used in operating activities for the six months ended June 30, 2026 was $11,570,849, and is primarily related to the net loss for the period, increase in prepaid and other current assets and a decrease in accounts payable and accrued expenses.

Previous wording

These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany transactions and balances have been eliminated upon consolidation.

Current wording

These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation.

Previous wording

As a result of the adoption of ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), digital assets are measured at fair value as of each reporting period. The fair value of digital assets is measured using the period-end closing price in accordance with ASC 820. Since the digital assets are traded on a 24-hour period, the Company utilizes the price as of midnight UTC time. Changes in fair value are recognized in gain (loss) on fair value of digital assets, in operating income (loss) on the statement of operations. When the Company sells digital assets, gains or losses from such transactions are measured as the difference between the cash proceeds and the carrying basis of the digital assets as determined on a First In-First Out basis and are also recorded within the same line item gains (loss) on fair value of digital assets.

Current wording

As a result of the adoption of ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), digital assets are measured at fair value as of each reporting period. The fair value of digital assets is measured using the period-end closing price in accordance with ASC 820. Since the digital assets are traded on a 24-hour period, the Company utilizes the price as of midnight UTC time. Changes in fair value are recognized in change in fair value of digital assets, in other expense (income) on the statement of operations. When the Company sells digital assets, gains or losses from such transactions are measured as the difference between the cash proceeds and the carrying basis of the digital assets as determined on a First In-First Out basis and are also recorded within gain on disposal of digital assets. Cryptocurrencies are classified as non-current assets because the Company intends to hold the coins past one year.