Twenty One Capital, Inc., a new entity focused on Bitcoin-related business lines, along with Twenty One Assets, LLC, has confidentially submitted a draft registration statement on Form S-4 to the U.S. Securities and Exchange Commission (SEC) in connection with its previously announced proposed business combination with Cantor Equity Partners, Inc. (Nasdaq: CEP).
The filing initiates the regulatory process for the business combination between the special-purpose acquisition company (SPAC), Cantor Equity Partners (CEP), and Twenty One, which was initially announced on April 23, 2025. Upon the close of the transaction, Twenty One Capital, Inc. anticipates trading under the ticker symbol “XXI.” The completion of the proposed merger is contingent upon customary closing conditions, including the approval of CEP’s shareholders.
Twenty One Capital is being formed as an operating company with an exclusive focus on Bitcoin-related business lines. Its stated objective is to provide shareholders with a direct pathway to gain exposure to Bitcoin through equity markets, aiming to establish itself as a vehicle for capital-efficient Bitcoin accumulation and related business development through a Bitcoin-native operating structure.
Cantor Equity Partners, Inc. (Nasdaq: CEP) operates as a special purpose acquisition company (SPAC) sponsored by an affiliate of Cantor Fitzgerald. Led by Chairman and Chief Executive Officer Brandon Lutnick, CEP was formed to facilitate a business combination with one or more entities. Its sponsor, Cantor Fitzgerald, L.P., is a global financial services and real estate services holding company with over 14,000 employees and a history spanning more than 79 years. Cantor Fitzgerald’s offerings include investment banking, asset and investment management, capital markets, and digital assets, among other services.
The draft registration statement on Form S-4 will include a preliminary proxy statement for CEP and a prospectus, which are essential documents for shareholders to review prior to voting on the business combination. CEP and Twenty One also intend to file other relevant documents with the SEC concerning the proposed transactions, including certain convertible senior secured notes offering and common equity PIPE financings.
As with any such transaction, the proposed business combination involves forward-looking statements subject to various risks and uncertainties. These include the timely completion of the transaction, the satisfaction of closing conditions such as shareholder approval, and factors related to the highly volatile nature of Bitcoin’s price, which may influence Twenty One’s stock performance post-merger. Investors are advised to review the detailed risk factors outlined in the SEC filings by CEP, Twenty One, and Twenty One Assets, LLC.
