Twenty One Capital Files 424B3 Prospectus

TL;DR

21 Capital dropped a 424B3 prospectus on 4/7/26, looks like they're into crypto.

AI Summary

Twenty One Capital, Inc. filed a 424B3 prospectus on April 7, 2026, detailing its offering. The filing, with SEC Accession Number 0001213900-26-040725, concerns the company's financial services, specifically mentioning crypto assets within its SIC code 6199. The prospectus is a key document for potential investors to understand the terms of the offering.

Why It Matters

This filing provides crucial details for investors regarding Twenty One Capital's offering, including information relevant to its involvement in crypto assets.

Risk Assessment

Risk Level: medium — A 424B3 filing indicates a prospectus for an offering, which inherently carries investment risk, and the mention of crypto assets adds a layer of volatility.

Key Numbers

• 0002070457 — CIK Number (Identifies Twenty One Capital, Inc. in SEC filings.)
• 2026-04-07 — Filing Date (Date the 424B3 prospectus was filed and accepted.)

Key Players & Entities

• Twenty One Capital, Inc. (company) — Filer of the 424B3 prospectus
• CORPORATION SERVICE COMPANY (company) — Mailing and Business Address provider
• 0002070457 (company) — CIK number for Twenty One Capital, Inc.
• 333-292584 (dollar_amount) — File number associated with the filing

FAQ

Key Financial Figures

• $464,045,000 — lling Securityholders ”) of up to $464,045,000 in aggregate principal amount of 1.00%
• $0.01 — stock of Twenty One Capital, par value $0.01 per share (“ Class A Common Stock
• $10.00 — f the Exchange Shares multiplied by (2) $10.00 per share, and (ii) Twenty One Capital,
• $98,963 — ubject to certain adjustments and (iii) $98,963 in additional consideration. Pursuant t
• $46,300,000 — of Class A Common Stock in exchange for $46,300,000 principal amount of Convertible Notes.
• $6.39 — g price of our Class A Common Stock was $6.39. The Convertible Notes are not, and wil
• $ — U.S. dollars, all references to “$,” “ US$ ,” “ US
• $0.0001 — eans class A ordinary shares, par value $0.0001 per share, of CEP. “ CEP Class B
• $25,000 — ary Shares purchased by the Sponsor for $25,000 in a private placement prior to the CEP
• $84,863.57 — plied by (2) the Signing Bitcoin Price ($84,863.57), divided by (b) $10.00. “ Class
• $486,500,000 — Co. in an aggregate principal amount of $486,500,000 (inclusive of the Option Notes). &ldqu
• $1,000 — ion Price ” means as of any date, $1,000, divided by the Conversion Rate as of s

Filing Documents

• ea0285344-424b3_twenty.htm (424B3) — 1792KB
• ea028534401_img1.jpg (GRAPHIC) — 7KB
• ea028534401_img2.jpg (GRAPHIC) — 3KB
• ea028534401_img3.jpg (GRAPHIC) — 7KB
• ea028534401_img4.jpg (GRAPHIC) — 4KB
• ea028534401_img5.jpg (GRAPHIC) — 2KB
• ea028534401_img6.jpg (GRAPHIC) — 3KB
• 0001213900-26-040725.txt ( ) — 1831KB

Risk Factors

Risk Factors 7

Use of Proceeds

Use of Proceeds 54 Determination of Offering Price 54 Market Price for Our Securities and Dividend Policy 54

Business

Business 55 TWENTY ONE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 68 Management 80 Executive and Director Compensation 90

Description of Securities

Description of Securities 99 Beneficial Ownership of Securities 128 Selling Securityholders 129 Certain Relationships and Related Party Transactions 133 U.S. Federal Income Tax Considerations 135 Plan of Distribution 142 Legal Matters 145 Experts 145 Where You Can Find More Information 145 Index to Financial Statements F -1 You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. i About This Prospectus This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “ SEC ”) using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the Convertible Notes or shares of Class A Common Stock issuable upon the conversion of the Convertible Notes described in this prospectus. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses p