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Completed acquisition · SEC Form 8-K, Item 2.01

Twenty One Capital, Inc. acquisition of 4,812.220927 Bitcoin

From Twenty One Capital, Inc.'s Form 8-K of 2025-12-12, quoted and linked below.

Twenty One Capital, Inc. completed its acquisition of 4,812.220927 Bitcoin on 2025-12-08, according to the Form 8-K Twenty One Capital, Inc. filed with the SEC on 2025-12-12. The filing states a price of $340.2 million.

AcquirerTwenty One Capital, Inc.
Acquired4,812.220927 Bitcoin
Completed2025-12-08
Price stated in the filing$340.2 million
Reported byTwenty One Capital, Inc. (XXI), the buyer
FilingForm 8-K, filed 2025-12-12

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What the filing says

Pursuant to the Business Combination Agreement, (i) Tether purchased 4,812.220927 Bitcoin (the "Initial PIPE Bitcoin") for an aggregate purchase price of $458.7 million (the "Initial PIPE Net Proceeds"), being equal to the aggregate gross cash proceeds of the Initial Convertible Notes PIPE and the April Equity PIPE less a holdback of $52 million, and, at Closing, Tether sold the Initial PIPE Bitcoin to Pubco for an amount equal to the Initial PIPE Net Proceeds, and (ii) Tether has purchased 917.47360612 Bitcoin (the "Option PIPE Bitcoin") for an aggregate purchase price of $99.5 million (the "Option PIPE Net Proceeds"), being equal to the gross proceeds of the Option Notes less a holdback of $500,000, and, at Closing, Tether sold the Option PIPE Bitcoin to Pubco at a purchase price equal to the Option PIPE Net Proceeds.

The price, in the filing's words

Further, as previously disclosed, on April 22, 2025, Pubco and CEP entered into subscription agreements (the "Convertible Notes Subscription Agreements") with certain investors (the "Convertible Note Investors"), who agreed to make a private investment in Pubco by purchasing 1.00% convertible senior notes due 2030 (the "Convertible Notes") with an aggregate principal amount of $340.2 million (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 PIP

More from the filing

As previously disclosed, on April 22, 2025, Cantor Equity Partners, Inc., a Cayman Islands exempted company ("CEP"), Twenty One Capital, Inc., a Texas corporation (the "Company" or "Pubco"), Twenty One Merger Sub D, a Cayman Islands exempted company and wholly owned subsidiary of Pubco ("CEP Merger Sub"), Twenty One Assets, LLC, a Delaware limited liability company ("Twenty One Assets"), 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") and
On December 3, 2025, CEP held an extraordinary general meeting of its shareholders (the "Meeting") in connection with the Business Combination.
At the Meeting, CEP shareholders voted to approve the Business Combination and the other related proposals.

Quoted from Twenty One Capital, Inc.'s Form 8-K.

This is the only completed acquisition Twenty One Capital, Inc. reported under Item 2.01 in the last twelve months.

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Where this comes from

A public company must file a current report on Form 8-K with the SEC within four business days of completing a significant acquisition or disposition of assets, under Item 2.01 of the report. The acquired company sometimes files one too, when the deal makes it a subsidiary of the buyer.

Every fact on this page is taken from one of those filings and linked to it: which company acquired which, the date the filing gives for completion, and the price when the filing states one in dollars, shown next to the sentence that states it. A filing states what was bought and on what terms; it rarely states why, and neither does this page.

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Cite this page

Permanent URL: https://mentionfox.com/acquisitions/twenty-one-capital-4812220927-bitcoin-2025-12-08
Last updated 2026-09-30
Primary record: SEC filing
Twenty One Capital, Inc. acquires 4,812.220927 Bitcoin for $340.2 million: completed 2025-12-08. MentionFox, 2026-09-30. https://mentionfox.com/acquisitions/twenty-one-capital-4812220927-bitcoin-2025-12-08