Twenty One Capital, Inc. (XXI)

Item 1. Business

Business

Overview

Twenty One Capital, Inc. (“Twenty One Capital”, “Twenty One” or the “Company”) was incorporated in Texas on March 7, 2025. Pursuant to the Business Combination Agreement entered into to effect a business combination between Cantor Equity Partners, Inc. a Cayman Islands exempted company (“CEP”) and Twenty One Assets, LLC, (“Twenty One Assets”) a Delaware private limited liability company (the “Business Combination”), Twenty One Capital was formed to complete the Business Combination and is now an operating company focused exclusively on Bitcoin-related business lines that, among other things, offer shareholders a differentiated opportunity to gain exposure to Bitcoin through the equity markets. With a Bitcoin-native operating structure and a strategy designed to deliver long-term value, Twenty One Capital intends to become a leading vehicle for capital-efficient Bitcoin accumulation and related business development.

The Business Combination

Pursuant to the Business Combination Agreement, on December 8, 2025, upon the consummation (the “Closing”) of the Business Combination, (i) CEP merged with and into Twenty One Merger Sub D, a Cayman Islands exempted company (“CEP Merger Sub”), pursuant to the Plan of Merger entered into between CEP Merger Sub, CEP and Twenty One Capital (the “Plan of Merger”), with CEP Merger Sub continuing as the surviving entity, as a result of which the holders of CEP Ordinary Shares (“CEP Shareholders”) received one share of Class A Common Stock of Twenty One Capital for each CEP Class A Ordinary Share held by such CEP Shareholder, and (ii) Twenty One Assets merged with and into CEP Merger Sub C, Inc., a Delaware corporation and then an indirect subsidiary of CEP (“Company Merger Sub”), with Company Merger Sub continuing as the surviving company, as a result of which Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (“Tether”), iFinex, Inc., a British Virgin Islands company (“Bitfinex” and, together with Tether, the “Sellers”) received shares of Class A Common Stock and Class B Common Stock of Twenty One Capital in exchange for their membership interests in Twenty One Assets.

Contemporaneously with the execution of the Business Combination Agreement, Tether and Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”) entered into the SoftBank Purchase Agreement as amended and restated on June 23, 2025 (the “SoftBank Purchase Agreement”), pursuant to which, among other things, immediately following the Closing, Tether transferred to SoftBank 89,106,748 shares of Class A Common Stock and Class B Common Stock (the “SoftBank Shares”), and SoftBank paid Tether a consideration of $999,300,487.76, based on a formula described thereunder.

Contemporaneously with the execution of the Business Combination Agreement, Twenty One Capital and CEP entered into subscription agreements (the “Convertible Notes Subscription Agreements”) with certain investors (the “Convertible Note Investors”), pursuant to which the Convertible Note Investors have agreed to purchase $340.2 million aggregate principal amount of Convertible Notes (the “Subscription Notes” and such subscription, the “Initial Convertible Notes PIPE” and together with the option for the Option Notes (as defined below), the exchange for the Exchange Notes (as defined below) and any issuance of the Engagement Letter Notes (as defined below), the “Convertible Notes PIPE”), upon the terms and subject to the conditions set forth therein. In addition, Twenty One Capital granted the Convertible Note Investors an option to purchase, for a period of 30 days following the execution of the Convertible Notes Subscription Agreements (the “Option Period”), additional Convertible Notes in an aggregate principal amount of up to $100 million (the “Option Notes”), on a pro rata basis based on such Convertible Note Investor’s participation in the Initial Convertible Notes PIPE. This option was fully subscribed as of the expiration of the Option Period on May 22, 2025 by the Convertible Note Investors and the Sponsor (the “Option”). In addition, in connection with the full exercise of the Option by the Convertible Note Investors and the Sponsor, on May 22, 2025, the Sponsor entered into the Sponsor Convertible Notes Subscription Agreement on substantially the same terms as the Convertible Notes Subscription Agreements with respect to its $12,791,000 pro rata allotment of the Option Notes. The Convertible Notes were issued on December 8, 2025. The total aggregate principal value of the Convertible Notes is $486.5 million.

Contemporaneously with the execution of the Business Combination Agreement, CEP and Twenty One Capital entered into subscription agreements (the “April Equity PIPE Subscription Agreements,” and, together with the Convertible Notes Subscription Agreements, the “April PIPE Subscription Agreements”) with certain investors (the “April Equity PIPE Investors” and together with the Convertible Note Investors, the “April PIPE Investors”), pursuant to which, at Closing, CEP issued, and the April Equity PIPE Investors purchased, the April Equity PIPE Shares for an aggregate purchase price of $200 million ($10.00 per share). On June 19, 2025, CEP and Twenty One Capital entered into subscription agreements (the “June Equity PIPE Subscription Agreements” and, together with the April PIPE Subscription Agreements and the Sponsor PIPE Subscription Agreement, the “PIPE Subscription Agreements”), pursuant to which, at Closing, CEP issued, and the June Equity PIPE Investors purchased, the June Equity PIPE Shares for an aggregate purchase price of $165 million ($21.00 per share). Pursuant to the terms of the Business Combination Agreement and the June PIPE Bitcoin Sale and Purchase Agreement, the net proceeds from the Equity PIPEs and the Convertible Notes PIPE were used by Twenty One Capital to purchase the PIPE Bitcoin from Tether.

Our Business Strategies

Twenty One is an operating company engaged in a number of businesses focused on Bitcoin. Twenty One engages in two principal activities: (i) actively accumulating Bitcoin and managing its Bitcoin holdings and (ii) commencing development of educational materials and branded content intended to drive increased institutional and retail investor Bitcoin literacy. In addition, following these initial activities, Twenty One expects to engage in Bitcoin-centric financial services that would leverage Twenty One’s Bitcoin expertise to provide solutions tailored for institutions and individuals investing in, holding, and utilizing Bitcoin. Preparation for the launch of these financial services is expected to begin shortly, with launch timing subject to regulatory approvals, market needs, and the macroeconomic environment.

Bitcoin Accumulation and Management Strategy

Twenty One’s Bitcoin accumulation and management strategy involves (i) the acquisition of Bitcoin (from initial investments, debt and equity financings, and operating cash flows in excess of operating expenses) according to a discretionary, macro-driven investment thesis, (ii) active management of its Bitcoin holdings, subject to market conditions and other factors, and (iii) the issuance of debt or equity securities or other capital raising transactions, from time to time, subject to market conditions and other factors, with the objective of generating proceeds to be used for the purchase of Bitcoin and other operating expenses. Twenty One does not currently intend to hold any other cryptocurrencies as a treasury asset.

Twenty One is committed to a long-term Bitcoin accumulation strategy grounded in its belief that Bitcoin represents a superior monetary asset and a foundation for long-term shareholder value. Twenty One’s active management of its Bitcoin holdings does not involve speculative trading based on short-term market movements. Instead, it consists of ongoing assessment and adjustment of our capital allocation strategy in accordance with its long-term, macro-driven Bitcoin investment thesis.

Determinations with respect to Twenty One’s Bitcoin accumulation and management strategy will be made from time to time by assessing market factors including, but not limited to, (i) the current market price of Bitcoin, (ii) price trends and market level analysis, (iii) analysis of the broader macroeconomic environment, (iv) Twenty One’s relative stock performance, (v) the availability and cost of capital of equity and debt financing to Twenty One, and (vi) the price per share of Twenty One’s stock relative to the Net Asset Value of its Bitcoin holdings.

In pursuit of this strategy, Twenty One currently intends to utilize Bitcoin-specific key performance indicators including Bitcoin per share (“BPS”) and Bitcoin Rate of Return (“BRR”) to assess its performance and guide its operations. These KPIs are intended to efficiently communicate Twenty One’s mission of providing the best vehicle for Bitcoin exposure in the market. This strategy also contemplates that Twenty One may, from time to time, subject to market conditions and other factors, (i) sell Bitcoin under exceptional circumstances as described below, (ii) enter into additional capital raising transactions, and (iii) consider the pursuit of strategies which monetize or otherwise utilize its Bitcoin holdings to generate funds or income streams through the development and commercialization of Bitcoin-centric financial services and products. While Twenty One expects to allocate the majority of its available treasury capital into Bitcoin over time, it retains flexibility to manage liquidity and operations prudently.

At present, Twenty One has no intention to sell Bitcoin, and views its Bitcoin position as a strategic reserve asset. However, we may consider selling Bitcoin under exceptional circumstances, such as to meet operational needs, comply with legal or regulatory obligations, pursue high-conviction strategic investments, or for general corporate purposes, subject to oversight by management and the Board.

Twenty One does not currently plan to engage in hedging its Bitcoin exposure. We believe that our long-term thesis on Bitcoin’s appreciation and adoption makes hedging unnecessary. We will revisit this policy periodically as part of our risk management processes.

Our Bitcoin Holdings

The initial Bitcoin holdings have been acquired through a combination of purchases and contributions made by Tether and Bitfinex in accordance with the Business Combination Agreement and related agreements, as described below.

During the 10-day period following the signing of the Business Combination Agreement, pursuant to the terms of the Business Combination Agreement, Tether purchased 4,812.220927 Bitcoin at an aggregate purchase price of $458.7 million, being equal to the net cash proceeds from the April Equity PIPE and Convertible Notes PIPE. These Bitcoin were acquired by the Company at Closing at the same aggregate purchase price.

During the 10-day period following the expiry of the Option Period for Convertible Note Investors as granted pursuant to the Convertible Notes Subscription Agreements, Tether purchased an additional 917.47360612 Bitcoin at an aggregate purchase price of $99.5 million, being equal to the net proceeds from the full exercise of the Option, which were acquired by the Company at Closing at the same aggregate purchase price, in each case in accordance with the terms of the Business Combination Agreement.

During the 10-day period following the signing of the June Equity PIPE Subscription Agreements, pursuant to the terms of the June PIPE Bitcoin Sale and Purchase Agreement, Tether purchased 1,381.15799423 Bitcoin at an aggregate purchase price of $147.5 million, being equal to the net cash proceeds from the June Equity PIPE. These Bitcoin were acquired by the Company at Closing at the same aggregate purchase price that Tether paid to purchase such Bitcoin.

In addition, at the Closing, pursuant to the terms of the Business Combination Agreement and Amendment No. 1 to the Business Combination Agreement, the Company acquired 4,422.688667 Bitcoin from Tether at a value of $84,863.57 per Bitcoin, such that, with the addition of this Bitcoin, the sum of the Initial PIPE Bitcoin, the Option PIPE Bitcoin and the April In-Kind PIPE Bitcoin equals 10,500 Bitcoin.

At Closing, certain April Equity PIPE Investors invested an aggregate of 259.2396 Bitcoin, and certain June Equity PIPE Investors will invest an aggregate of 132.9547 Bitcoin, in each case in lieu of cash consideration, and in accordance with the terms of their respective subscription agreements.

Pursuant to the terms of the Business Combination Agreement and the Contribution Agreement, at the Closing and prior to the Mergers, Tether contributed 24,500 Bitcoin to Twenty One, and Bitfinex contributed 7,000 Bitcoin to Twenty One, in each case at a value of $84,863.57 per Bitcoin.

As a result of these transactions, Twenty One held approximately 43,500 Bitcoin as of the Closing.

Custody of our Bitcoin

As of the Closing, we hold all of our Bitcoin in custody accounts with Anchorage, a U.S.-based, institutional-grade custodian that has demonstrated records of regulatory compliance and information security. Anchorage is a qualified custodian under the Investment Advisers Act of 1940 and chartered by the U.S. Office of the Comptroller of the Currency (“OCC”) to custody clients’ digital assets in trust on their behalf. As a result, the primary counterparty risk we are exposed to with respect to our Bitcoin is performance obligations under the custody arrangements into which we entered with Anchorage. Our Bitcoin holdings are, and from time to time may be, concentrated with a single custodian.

Our custodial services contracts do not restrict our ability to reallocate our Bitcoin among multiple custodians. In light of the significant amount of Bitcoin we hold, we may seek to engage additional digital asset custodians to diversify the custody of our Bitcoin and our potential risk exposure to any one custodian

We have and will continue to carefully select our Bitcoin custodians after undertaking a due diligence process. As part of our custodian selection process, we have and will continue to evaluate and select custodians that can demonstrate that they operate with strict security protocols, including multifactor authentication procedures designed to safekeep our Bitcoin. In addition, our custodial services agreements specify that the private keys that control our Bitcoin are to be held in a cold storage compliant manner, which is designed to mitigate risks that a system may be susceptible to when connected to the internet, including the risks associated with unauthorized network access and cyberattacks. We also negotiate liability provisions in our custodial contracts, pursuant to which our custodians are held liable in certain situations for their failure to safekeep our Bitcoin. In addition to our custodial arrangements, we also utilize affiliates of our Bitcoin custodians to execute Bitcoin acquisition and disposition transactions on our behalf. We leverage the due diligence we conduct in connection with our custodial arrangements when conducting due diligence of these trade execution service providers.

We also plan to conduct due diligence reviews during the custodial relationship to monitor the safekeeping of our Bitcoin. As part of our process, we will obtain and review our custodians’ Services Organization Controls reports. We are also contractually entitled to periodically review and discuss our custodians’ relevant internal controls. We expect to conduct in the future, supplemental due diligence when we believe it is warranted by market circumstances or otherwise.

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-11-13 (period ending 2026-09-30).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the accompanying notes thereto contained in Part I, Item 1 “Financial Statements” and the other disclosures in this Quarterly Report on Form 10-Q and with the disclosures in our Annual Report on Form 10-K for the period from March 7, 2025 (inception) to December 31, 2025 (the “2025 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026.

This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included herein. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Twenty One Capital, Inc.”, “we”, “us”, “our”, and the “Company” are intended to refer to (i) following the Business Combination, the business and operations of Twenty One Capital, Inc. and its consolidated subsidiaries (ii) prior to the Business Combination, operations of Twenty One Assets, LLC and Twenty One Capital, Inc. combined and its consolidated subsidiaries.

Overview

Twenty One Capital, Inc. (the “Company”) is a Bitcoin-focused operating company that seeks to provide shareholders with exposure to Bitcoin through the capital markets while developing Bitcoin-related operating businesses and financial services. The Company holds a significant Bitcoin treasury and intends to leverage its Bitcoin holdings, capital markets access and strategic relationships to pursue opportunities within the Bitcoin ecosystem.

The Company's business strategy is focused on maintaining and managing its Bitcoin treasury while developing a Bitcoin-focused operating platform that may include financial services and other Bitcoin-related business activities. The Company intends to evaluate opportunities to deploy its capital and Bitcoin holdings in support of these initiatives, including potential strategic investments, partnerships and acquisitions. The development and implementation of these initiatives will depend on market conditions, regulatory considerations, available capital and other factors, and there can be no assurance that any particular initiative will be successfully implemented.

The Company has previously announced an overview of its operating strategy centered on potential acquisition involving Elektron Energy Operations Limited and related operations (collectively, doing business as Elektron), and that the Company 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 "We may engage in transactions to acquire Elektron, a large-scale global Bitcoin mining platform. We currently have no binding commitments or agreements with respect to any such transaction, 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 Second 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.

Principal Factors Affecting Our Results of Operations and Material Trends

The Company’s future results are expected to be impacted by the highly volatile nature of Bitcoin’s valuation, as well as conditions and trends relating to demand for Bitcoin or other digital assets, and other factors including the successful execution of the Company’s business lines including the Bitcoin acquisition strategy, regulatory and technical developments surrounding Bitcoin and cryptocurrencies, and the effectiveness of our marketing and sales efforts to develop a robust and diverse client base with respect to the Company’s educational and branding strategy. The primary factors that

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are expected to impact the Company’s results and present significant opportunities, as well as pose risks and challenges, are described below. The Company believes that its performance and future success depend on the factors discussed below, those mentioned in the section titled “Risk Factors” and elsewhere in this Quarterly Report.

The following macroeconomic factors and trends as they relate to Bitcoin may specifically impact our business:

•Price of Bitcoin: Our business is heavily dependent on the price of Bitcoin, which has historically experienced significant volatility. As of Closing, we had acquired Bitcoin, and may in the future acquire additional Bitcoin through at-market purchases to build our strategic reserve of Bitcoin. Under ASU 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”), Bitcoin is revalued at fair value at the end of each reporting period, with changes in fair value recognized in net income. As a result, fluctuations in the price of Bitcoin may significantly impact our results of operations.

•Awareness: The perception of Bitcoin as a legitimate and secure asset class and technology by the general public plays a crucial role. The pace and effectiveness of continued education and awareness is expected to impact adoption rates. Due to the rapidly evolving nature of digital assets and the volatile price of Bitcoin, which has experienced and continues to experience significant volatility, we expect that our operating results will fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader Bitcoin economy.

•Regulation: The global regulatory landscape for Bitcoin, including clarity around legal status, accounting and tax treatment, and other compliance requirements will significantly impact its growth. Favorable regulations can encourage adoption, while restrictive measures can hinder it.

•Institutional Adoption: Increased participation by institutional investors, including hedge funds, mutual funds, corporations, and nation states can drive market confidence and liquidity, supporting continued growth.

•Political Environment: Bitcoin has entered the political conversation in the United States and abroad. We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin under the law, and ongoing and future regulation and regulatory actions could significantly restrict or eliminate the market for or uses of Bitcoin and materially and adversely impact our business.

•Monetary Policy: Central bank monetary policies, especially those related to interest rates and monetary supply, can influence Bitcoin adoption. Low-interest rates and expansive monetary policies that lead to currency debasement may lead to a search for alternative investments like Bitcoin.

•Technological Innovation: Advances in blockchain technology, improvements in scalability, and enhanced security protocols can increase Bitcoin adoption and integration into various financial systems. At the same time, we expect competition to further intensify in the future. We compete against a number of companies operating both within the United States and abroad, and both those that focus on traditional financial services and those that focus on Bitcoin-based services.

Plan of Operations and Expected Revenue Sources

The Company anticipates revenue generation through the following key business lines in the initial period following the Business Combination:

•Actively accumulating Bitcoin and managing its Bitcoin holdings: The Company’s Bitcoin accumulation and management strategy involves (i) the acquisition of Bitcoin (from initial investments, debt and equity financings, and operating cash flows in excess of operating expenses) according to a discretionary, macro-driven investment thesis, (ii) active management of its Bitcoin holdings, subject to market conditions and other factors, and (iii) the issuance of debt or equity securities or other capital raising transactions, from time to time, subject to market conditions and other factors, with the objective of generating proceeds to be used for the purchase of Bitcoin and other operating expenses. The Company may, from time to time, subject to market conditions and other factors, (i) sell Bitcoin under exceptional circumstances, (ii) enter into additional capital raising transactions pursuant to which its Bitcoin holdings serve as collateral, and (iii) consider the pursuit of strategies which monetize or otherwise utilize its Bitcoin holdings to generate funds or income streams through the development and commercialization of Bitcoincentric financial services and products. While the Company expects to allocate the majority of its available treasury capital into Bitcoin over time, it retains flexibility to manage liquidity and operations prudently.

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•Developing and acquiring Bitcoin-related operating businesses: The company intends to evaluate opportunities to develop or acquire Bitcoin-related operating businesses, including financial services and other business activities within the Bitcoin ecosystem. These opportunities may be pursued through internal development, strategic investments, partnerships or acquisitions. Revenue sources would depend on the nature of the businesses developed or acquired and the products and services offered. The timing and implementation of these initiatives will depend on market conditions, regulatory considerations, available capital and other factors. There can be no assurance that any particular initiative or acquisition will be pursued or completed, or that any business developed or acquired will generate revenue or achieve the intended benefits.

Results of Operations

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,		For the Period from March 7, 2025 (inception) to September 30,
(Amounts in thousands)	2026		2025		2026		2025
Operating expenses:
General and administrative	$	4,793	$	581	$	25,870	$	980
Marketing and advertising	35		75		257		83
Total operating expenses	4,828		656		26,127		1,063
Loss from operations	(4,828)		(656)		(26,127)		(1,063)
Other (expense) income:
Interest expense	(1,340)		—		(3,981)		—
Interest income	—		—		—		—
Gain on disposal of digital asset	—		—		3		—
Change in fair value of digital assets	1,092,918		—		(156,377)		—
Total other (expense) income, net	1,091,578		—		(160,355)		—
Income (loss) before provision for income taxes	1,086,750		(656)		(186,482)		(1,063)
Net income (loss)	$	1,086,750	$	(656)	$	(186,482)	$	(1,063)

General and administrative

General and administrative expenses for the three months ended September 30, 2026 were $4.8 million compared to $0.6 million for the three months ended September 30, 2025. The $4.2 million increase in general and administrative expenses mainly reflects stock-based compensation expense of $0.9 million, amortization of the Cantor Prepaid of $1.2 million, legal, audit, accounting and other professional fees of $1.1 million and insurance expense of $0.5 million incurred during the three months ended September 30, 2026.

General and administrative expenses for the nine months ended September 30, 2026 was $25.9 million compared to $1.0 million for the period from March 7, 2025 (inception) to September 30, 2025. The $24.9 million increase in general and administrative expenses mainly reflects stock-based compensation expense of $13.0 million, amortization of the Cantor Prepaid of $3.8 million, legal, audit, accounting and other professional fees of $3.8 million and insurance expense of $1.6 million incurred during the nine months ended September 30, 2026.

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Marketing and Advertising

Marketing and advertising expenses for the three months ended September 30, 2026 was $0.04 million compared to $0.08 million for the three months ended September 30, 2025. The $0.04 million decrease in marketing and advertising expenses reflects a temporary redirection of marketing efforts.

Marketing and advertising expenses for the nine months ended September 30, 2026 was $0.26 million compared to $0.08 million for the period from March 7, 2025 (inception) to September 30, 2025. The $0.18 million increase in marketing and advertising expenses is mainly marketing such as investor awareness costs.

Interest expenses

Interest expenses of $1.3 million and $4.0 million for the three and nine months ended September 30, 2026, respectively, comprises interest on the Convertible Notes and amortization of debt issuance costs.

Interest income

Interest income received on deposits at bank was an immaterial amount for both the three and nine months ended September 30, 2026.

Gain on disposal of digital asset

The gain on disposal of digital asset was none for the three months ended September 30, 2026. The gain on disposal of digital asset was an immaterial amount for the nine months ended September 30, 2026, as a result of a payment made in 1 Bitcoin.

Change in fair value of digital assets

The change in fair value of digital assets was a gain of $1,092.9 million for the three months ended September 30, 2026, as a result of an increase in Bitcoin value from June 30, 2026 to September 30, 2026, and a loss of $156.4 million for the nine months ended September 30, 2026, as a result of a decrease in Bitcoin value from December 31, 2025 to September 30, 2026.

Bitcoin KPIs

We seek to increase BPS (defined below) by growing our Bitcoin holdings faster than the number of outstanding shares of Class A Common Stock through a combination of Bitcoin acquisitions and disciplined use of equity and credit markets.

To assess achievement of this strategy, we monitor and review the following Key Performance Indicators (“KPIs”):

•Bitcoin Per Share (in Sats) (“BPS”) is a KPI that represents the ratio between our Bitcoin holdings and the number of outstanding shares of Class A Common Stock, expressed in terms of “Satoshis” or “Sats”. A “Satoshi” or a “Sat” is one one-hundred-millionth of one Bitcoin, currently the smallest indivisible unit of a Bitcoin. The Company measures BPS using outstanding shares of Class A Common Stock, excluding outstanding shares of Class B Common Stock, as Class B Common Stock carry no economic rights and are not entitled to receive dividends or distributions. As of September 30, 2026 and December 31, 2025, the Company had 346,651,416 and 346,548,153 shares of Class A Common Stock outstanding, respectively. The Company’s Form S-4 Registration Statement previously defined BPS using all outstanding shares of Pubco Stock, including Class B Common Stock. The Company has refined this definition to use only outstanding shares of Class A Common Stock because Class B Common Stock carries no economic rights and is not publicly tradable. The Company believes this revised definition more accurately reflects the Bitcoin exposure available to public equity investors.

•Bitcoin Return Rate (“BRR”) represents the percentage change in BPS from the beginning of a period to the end of the period.

As of September 30, 2026 and December 31, 2025, the Company held 43,514 and 43,515 Bitcoin, respectively, and had 346,651,416 and 346,548,153 shares of Class A Common Stock outstanding, respectively, representing BPS (in Sats) of 12,553 and 12,557, respectively.

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Important Information about KPIs

We use BPS and BRR as KPIs to help assess the performance of our strategy of acquiring Bitcoin in a manner we believe is accretive to shareholders. We also believe these KPIs can supplement investors’ understanding of how we choose to fund Bitcoin purchases and the value created in a period.

BPS measures the ratio of our Bitcoin holdings to the number of outstanding shares of Class A Common Stock, which provides management and investors a baseline with which to assess our achievement of our strategy of acquiring Bitcoin in an accretive manner over a given period. This metric forms the baseline for our BRR, which presents changes in BPS from the beginning of a period to the end of a period, and which we review to assess the performance of our strategy of acquiring Bitcoin in a manner we believe to be accretive to shareholders.

BRR measures the percentage change in BPS from the beginning of a period to the end of a period, which helps management and investors assess how our achievement of our strategy of acquiring Bitcoin in an accretive manner varies across periods.

When we use these KPIs, management takes into account the various limitations of these metrics, including that:

•The KPIs do not take into account that our assets, including our Bitcoin, are subject to all of our existing and future liabilities, including our debt, and that such claims rank senior to those of our common equity; therefore holders of such excluded instruments may have claims on our assets (including Bitcoin) senior to those of holders of common stock in the event of our liquidation, and as a result the additional Bitcoin acquired using proceeds from the sale of such instruments may not accrete to our stockholders;

•BPS and BRR are not, and should not, be understood as financial performance, valuation or liquidity measures. BPS does not represent (i) our ability to satisfy our financial obligations, or (ii) our book value per share. Ownership of a share of our common stock does not represent an ownership interest in the Bitcoin held by us; and

•BRR is not a measure of the return on investment our shareholders may have achieved historically or can achieve in the future by purchasing our stock, or a measure of income generated by our operations or our Bitcoin holdings, return on investment on our Bitcoin holdings, or any other similar financial measure of the performance of our business or assets.

The trading price of our Class A Common Stock is informed by numerous factors in addition to our Bitcoin holdings and our actual or potential shares of Class A Common Stock outstanding, and as a result, the trading price of our securities can deviate significantly from the fair market value of our Bitcoin, and neither BPS nor BRR is indicative or predictive of the trading price of our securities.

Investors should rely on the financial statements and other disclosures contained in our SEC filings. In particular, 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”), crypto assets held for investment are initially recorded at cost and are subsequently remeasured at fair value as of each reporting period. The fair value of digital assets is measured using the period-end closing price in the Company’s principal market in accordance with ASC 820. Changes in fair value are recognized in change in fair value of digital assets, within other expense (income) on the consolidated statement of operations. As a result, we may incur unrealized gain or loss on digital assets based on changes in the market price of Bitcoin during a period, which would not be reflected in BPS or BRR.

For example, if we increase our Bitcoin holdings relative to the number of outstanding shares of Class A Common Stock during a reported period, we would achieve increased BPS and positive BRR, even if we report significant unrealized loss on digital assets for the period. Similarly, if we increase the number of outstanding shares of Class A Common Stock at a faster rate than our Bitcoin holdings, then we would experience decreased BPS and negative BRR, even if we report significant unrealized gain on digital assets for the period.

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

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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.

If our Convertible Notes mature or are redeemed without being converted into Class A Common Stock, we may be required to sell shares of our Class A Common Stock or Bitcoin to generate sufficient cash proceeds to satisfy those obligations, either of which would have the effect of decreasing BPS and BRR, and adjustments for such decreases are not contemplated by the assumptions made in calculating these metrics. Accordingly, these metrics might overstate or understate the accretive nature of our use of capital to buy Bitcoin because not all Bitcoin may be purchased using proceeds of issuances of Class A Common Stock, instruments that are convertible into Class A Common Stock may be forfeited or repaid with funds other than from the sale of Class A Common Stock in the period in question rather than being exercised for or converted into Class A Common Stock, and not all proceeds from issuances of Class A Common Stock are used to purchase Bitcoin.

We determine our KPI targets based on our history and future goals. Our ability to maintain any given level of BPS, or achieve positive BRR, may depend on a variety of factors, including factors outside of our control, such as the price of Bitcoin, and the availability of debt and equity financing on favorable terms. Past performance is not indicative of future results.

These KPIs are merely supplements to, not substitutes for, the financial statements and other disclosures contained in our SEC filings. They should be used only by sophisticated investors who understand their limited purpose and many limitations.

Liquidity and Capital Resources

The unaudited condensed consolidated financial statements as of September 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 net income of $1,087 million and a net loss of $186.5 million for the three and nine months ended September 30, 2026, respectively. As of September 30, 2026, the Company had an aggregate cash balance of $102.8 million and an accumulated deficit of $449.9 million.

The Company assesses its liquidity in terms of its ability to generate adequate amounts of cash to meet current and future needs. Management has determined that the Company’s current liquidity position is sufficient to fund its operations for at least one year after the date these unaudited condensed consolidated financial statements are issued.

Principal and Potential Sources of Liquidity

The Company received net proceeds of $82.26 million 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 September 30, 2026, the fair value of digital asset holdings was $3,643.08 million. The combined value of cash and digital asset totaled $3,745.93 million as of September 30, 2026.

We hold a significant digital asset position, which increased by $1,092.9 million during the three months ended September 30, 2026 due to the increase in fair value of Bitcoin, and declined by $156.38 million during the nine months ended September 30, 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.

We do not believe we will need to sell or engage in other transactions with respect to any of our Bitcoin acquired at the Closing of the Business Combination within the next twelve months to meet our liquidity needs, although we may consider selling Bitcoin under exceptional circumstances, such as to meet operational needs, comply with legal or regulatory obligations, pursue high-conviction strategic investments, or for general corporate purposes, subject to oversight by management and the Board.

Further, historically, the Bitcoin markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our Bitcoin at favorable prices or at all. As a result, our Bitcoin holdings may not be

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able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. In addition, upon sale of our Bitcoin, we may incur additional taxes related to any realized gains or we may incur capital losses as to which the tax deduction may be limited. See “Risks Related to the Business and Strategy of Twenty One Capital - Twenty One Capital’s Bitcoin holdings are less liquid than its cash and cash equivalents and may not be able to serve as a source of liquidity for Twenty One Capital.” in the “Risk Factors” section of the 2025 Form 10-K for the period from March 7, 2025 (inception) to December 31, 2025, which was filed on March 31, 2026.

Short- and Long-term Liquidity Needs

As of September 30, 2026, our short-term and long-term liquidity needs include the following:

•Short-term Liquidity. Our short-term liquidity needs include working capital requirements, anticipated capital expenditures, interest payments on our Convertible Notes and contractual obligations due within the next twelve months.

•Long-Term Liquidity. Beyond the next 12 months, our long-term cash needs are primarily for obligations related to our long-term debt. Assuming the outstanding Convertible Notes are not converted into Class A Common Stock, repurchased or redeemed prior to maturity, (i) annual interest payments of approximately $4.9 million in each calendar year in connection with the Convertible Notes and (ii) principal for the Convertible Notes upon maturity, for a total of $486.5 million, will be payable under the terms of the Convertible Notes. Refer to Note 7 - Convertible Notes Payable in the notes to our unaudited condensed consolidated financial statements, for further information.

Conversion of Convertible Notes. If the conditional conversion features of the Convertible Notes are triggered and holders of our Convertible Notes elect to convert their Convertible Notes, we may elect to settle the conversions of such Convertible Notes in shares of our Class A Common Stock, or a combination of cash and shares of Class A Common Stock, rather than in all cash, which may enable us to reduce the amount of our cash obligations under the Convertible Notes.

Availability of Equity and Debt Financing for Liquidity

Our ability to obtain equity and debt financing is subject to market conditions and other factors outside of our control, and we may not be able to obtain equity or debt financing in a timely manner, on favorable terms, or at all. See “Risks Related to the Business and Strategy of Twenty One Capital-A significant decrease in the fair market value of our Bitcoin holdings could adversely affect our ability to satisfy our financial obligations.” in Part I, Item 1A, “Risk Factors” section of 2025 Form 10-K for the period from March 7, 2025 (inception) to December 31, 2025, which was filed on March 31, 2026 for additional information.

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

	For the nine months ended September 30, 2026		For the Period from March 7, 2025 (inception) to September 30,
(Amounts in thousands)
Net cash (used in) generated by operating activities	$	(13,251)	$	(392)
Net cash (used in) provided by financing activities	$	(1,606)	$	1,200

Cash flows used in operating activities

Net cash used in operating activities for the nine months ended September 30, 2026 was $13.25 million, and is primarily related to the net loss for the period, adjusted for non-cash items, an increase in prepaid and other current assets, partially offset by an increase in accounts payable and accrued expenses. The Company’s primary cash outflows related to interest expense from the convertible notes and general and administrative expenses including salaries, legal and other professional fees and insurance. Net cash used in operating activities for the period from March 7, 2025 (inception) to September 30, 2025 was $0.39 million.

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Cash flows from financing activities

Net cash used in financing activities for the nine months ended September 30, 2026 was $1.61 million, related to the repurchase of 226,860 shares of Class A Common Stock from our former Chief Executive Officer pursuant to the Separation Agreement, cash settlement of RSUs and payment of taxes related to net settlement of RSUs. Net cash provided by financing activities for the period from March 7, 2025 (inception) to September 30, 2025 was $1.20 million, consisting of capital contributions.

Critical Accounting Policies and Significant Management Estimates

There have been no significant changes in our critical accounting policies and estimates during the period ended September 30, 2026, as compared to the critical accounting policies and estimates disclosed in the audited consolidated financial statements and related notes thereto as of and for the period from March 7, 2025 (inception) to December 31, 2025, which are included in our 2025 Annual Report.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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.

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.

Off-Balance Sheet Arrangements

Other than as otherwise described in this Form 10-Q, we do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

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holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Recent SEC filings

2026-11-13 10-Q Quarterly Report
2026-09-09 8-K Officer/Director Change; Financial Statements and Exhibits
2026-08-31 8-K Other Events; Financial Statements and Exhibits
2026-08-11 10-Q Quarterly Report
2026-07-27 8-K Other Events; Financial Statements and Exhibits
2026-07-21 8-K Officer/Director Change; Other Events; Financial Statements and Exhibits
2026-06-30 8-K Officer/Director Change; Financial Statements and Exhibits
2026-06-08 8-K Officer/Director Change; Other Events; Financial Statements and Exhibits
2026-06-01 8-K/A Delisting Notice
2026-05-20 8-K Material Agreement Terminated; Delisting Notice; Officer/Director Change; Other Events; Financial Statements and Exhibits
2026-05-13 10-Q Quarterly Report
2026-03-31 10-K Annual Report
2026-03-16 8-K Officer/Director Change; Shareholder Vote Results
2026-02-09 S-1/A AMENDMENT NO. 1 TO FORM S-1
2026-01-06 8-K Officer/Director Change; Financial Statements and Exhibits

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