Twenty One Capital, INC. 8-K Filing

Key Financial Figures

• $0.01 — tered Class A common stock, par value $0.01 per share XXI The New York Stock Ex

Filing Documents

• ea0269379-8k_twenty.htm (8-K) — 23KB
• ea026937901ex10-2_twenty.htm (EX-10.2) — 31KB
• 0001213900-25-120736.txt ( ) — 55KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Insider Letter Amendment As previously disclosed, on April 22, 2025, contemporaneously with the execution of the business combination agreement, dated as of April 22, 2025 (as amended on July 26, 2025) by and among Cantor Equity Partners, Inc., a Cayman Islands exempted company (“CEP”), Twenty One Capital, Inc., a Texas corporation (the “Company”), Twenty One Merger Sub D, a Cayman Islands exempted company and wholly owned subsidiary of the Company, Twenty One Assets, LLC, a Delaware limited liability company, Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable , iFinex, Inc., a British Virgin Islands company and, solely for certain limited purposes, Stellar Beacon LLC, a Delaware limited liability company (the “Business Combination Agreement”) , the Company, CEP and Cantor EP Holdings, LLC (the “Sponsor”) entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), where, among other things, the parties agreed to permit CEP and the Sponsor to amend, prior to Closing (as defined in the Business Combination Agreement), the letter agreement, dated as of August 12, 2024 by and among CEP, the Sponsor and the then current directors and executive officers of CEP (the “Insider Letter”), to shorten the lock-up period applicable to the Founder Shares (as defined in the Insider Letter) from one (1) year to six (6) months. On December 5, 2025, pursuant to the Sponsor Support Agreement, CEP, the Sponsor and the Company entered into an amendment to the Insider Letter (the “Insider Letter Amendment”), pursuant to which the Insider Letter was amended to (a) add the Company as a party to the Insider Letter; (b) revise the terms of the Insider Letter to include Class A common stock of the Company, par value $0.01 per share, which pursuant to the Business Combination Agreement is issu

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Index Exhibit No. Description 10.1 Insider Letter, dated August 14, 2024, by and among CEP, its then current officers and directors and the Sponsor (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-4, filed with the SEC on October 17, 2025). 10.2 Amendment to Insider Letter, dated December 5, 2025 by and among the Company, Sponsor and CEP. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 11, 2025 Twenty One Capital, Inc. By: /s/ James Cong Hoan Nguyen Name: James Cong Hoan Nguyen Title: General Counsel and Chief Compliance Officer 3

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