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
• $10.75 — on for cash at a price of approximately $10.75 per share in connection with the Meetin
• $0.0001 — lass A ordinary share of CEP, par value $0.0001 per share (“CEP Class A Ordinary
• $340.2 million — ) with an aggregate principal amount of $340.2 million (the “Subscription Notes” a
• $100 million — ption to purchase up to an aggregate of $100 million additional principal amount of Converti
• $486.5 million — ion Notes. At the Closing, Pubco issued $486.5 million of Convertible Notes to the Convertible
• $200 million — uo;April Equity PIPE Shares”) for $200 million in the aggregate, which includes the va
• $165 million — uo;) for an aggregate purchase price of $165 million ($21.00 per share), which includes the
• $21.00 — gregate purchase price of $165 million ($21.00 per share), which includes the value of
• $458.7 million — uo;) for an aggregate purchase price of $458.7 million (the “Initial PIPE Net Proceeds&r
• $52 m — he April Equity PIPE less a holdback of $52 million, and, at Closing, Tether sold the
• $99.5 million — uo;) for an aggregate purchase price of $99.5 million (the “Option PIPE Net Proceeds&rd
• $500,000 — of the Option Notes less a holdback of $500,000, and, at Closing, Tether sold the Optio
• $147.5 million — gregate purchase price of approximately $147.5 million (the “June PIPE Net Proceeds&rdqu
• $3.3 million — the June Equity PIPE less a holdback of $3.3 million. At the Closing and upon the funding of

Filing Documents

• ea0269460-8k_twenty.htm (8-K) — 201KB
• ea026946001ex2-3_twenty.htm (EX-2.3) — 29KB
• ea026946001ex3-1_twenty.htm (EX-3.1) — 59KB
• ea026946001ex3-2_twenty.htm (EX-3.2) — 125KB
• ea026946001ex4-1_twenty.htm (EX-4.1) — 773KB
• ea026946001ex10-5_twenty.htm (EX-10.5) — 35KB
• ea026946001ex10-7_twenty.htm (EX-10.7) — 128KB
• ea026946001ex10-8_twenty.htm (EX-10.8) — 39KB
• ea026946001ex10-9_twenty.htm (EX-10.9) — 207KB
• ea026946001ex10-10_twenty.htm (EX-10.10) — 65KB
• ea026946001ex10-11_twenty.htm (EX-10.11) — 134KB
• ea026946001ex10-12_twenty.htm (EX-10.12) — 145KB
• ea026946001ex10-13_twenty.htm (EX-10.13) — 112KB
• ea026946001ex10-18_twenty.htm (EX-10.18) — 133KB
• ea026946001ex14-1_twenty.htm (EX-14.1) — 51KB
• ea026946001ex99-1_twenty.htm (EX-99.1) — 85KB
• ea026946001ex99-2_twenty.htm (EX-99.2) — 104KB
• ea026946001ex99-3_twenty.htm (EX-99.3) — 291KB
• ea026946001ex99-4_twenty.htm (EX-99.4) — 370KB
• ea026946001ex99-5_twenty.htm (EX-99.5) — 39KB
• ex4-1_001.jpg (GRAPHIC) — 3KB
• ex4-1_002.jpg (GRAPHIC) — 3KB
• ex4-1_003.jpg (GRAPHIC) — 3KB
• ex4-1_004.jpg (GRAPHIC) — 4KB
• ex4-1_005.jpg (GRAPHIC) — 3KB
• ex4-1_006.jpg (GRAPHIC) — 5KB
• 0001213900-25-121293.txt ( ) — 3159KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Lock-Up Agreements Concurrently with the Closing, Tether, Bitfinex and SoftBank each entered into a Lock-Up Agreement with Pubco (the “Lock-up Agreements”), pursuant to which each Seller and SoftBank agreed that the shares of Pubco Class A Stock received by each Seller and the shares of Pubco Class A Stock transferred by Tether to SoftBank will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions. The shares of Pubco Class A Stock held by each Seller and SoftBank will be locked up until the earlier of (i) six months after the date of the Closing (the “ Anniversary Release ”); provided that, in the event the S-1 registration statement filed with the SEC by Pubco to register the resale of the Pubco Class A Stock underlying the Convertible Notes (the “Resale Registration Statement”) has not been declared effective on or prior to the Anniversary Release, then the Anniversary Release will be deemed to be the date such Resale Registration reorganization or other similar transaction after the Closing which results in all of Pubco’s shareholders having the right to exchange their shares of Pubco Stock for cash, securities or other property. The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference. Amended and Restated Registration Rights Agreement Concurrently with the Closing, CEP, Pubco, the Sponsor, each Seller and SoftBank entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) that amended and restated the

View Full Filing

View this 8-K filing on SEC EDGAR