Core Viewpoint - Twenty One Capital, Inc. is set to become the first Bitcoin-native company to be publicly listed following the approval of its business combination with Cantor Equity Partners, Inc. by CEP's shareholders [1] Group 1 - The Extraordinary General Meeting of CEP's shareholders was held to discuss the proposed business combination [1] - Shareholders of Cantor Equity Partners, Inc. approved the business combination with Twenty One Capital, Inc. [1] - The approval includes all other proposals related to the business combination [1]

Core Viewpoint - Cantor Equity Partners is underperforming compared to its competitors across various financial metrics, indicating potential challenges in growth and profitability [9]. Valuation & Earnings - Cantor Equity Partners reported a net income of $1.54 million with a price-to-earnings ratio of -223.67, while its competitors generated $41.37 million in revenue and had a net income of -$18.84 million with a price-to-earnings ratio of 70.89, suggesting that Cantor is more affordable than its peers [2]. Volatility & Risk - Cantor Equity Partners has a beta of -5.69, indicating its stock price is 669% less volatile than the S&P 500, while competitors have a beta of -0.09, showing their stock prices are 109% less volatile than the S&P 500 [3]. Profitability - Cantor Equity Partners has a net margin of -12.06%, return on equity of 0.23%, and its competitors have net margins of 0.86%, return on equity of 0.95%, and return on assets of 0.80%, highlighting weaker profitability metrics for Cantor [5][4]. Institutional and Insider Ownership - Only 4.9% of Cantor Equity Partners shares are owned by insiders, compared to 42.9% for all "UNCLASSIFIED" companies, while institutional ownership stands at 52.0% for the industry, indicating lower confidence in Cantor's long-term growth potential [6]. Analyst Recommendations - Cantor Equity Partners has received 1 sell rating and no buy ratings, resulting in a rating score of 1.00, while its competitors have a higher consensus rating score of 1.96, suggesting analysts view Cantor as having less favorable growth prospects [8].

IPO and Financing - The company completed its Initial Public Offering (IPO) on August 14, 2024, raising $100 million from the sale of 10,000,000 Class A ordinary shares at $10.00 per share[139]. - An additional $3 million was raised through the private placement of 300,000 Class A ordinary shares at the same price to the Sponsor[140]. - The company plans to issue $340.2 million in convertible senior secured notes as part of its financing strategy, with an option to increase this by an additional $100 million[147]. - A private placement of 20,000,000 Class A ordinary shares was agreed upon for $200 million, with some shares purchased using Bitcoin[147]. - On June 19, 2025, the company secured an additional $165 million through the sale of 7,857,143 Class A ordinary shares, also with options for payment in Bitcoin[148]. - The Sponsor has committed to loan up to $1,750,000 to fund expenses related to investigating and selecting a target business[170]. - As of September 30, 2025, the company had approximately $904,000 outstanding under the Sponsor Loan[171]. Business Combination - The company has until August 14, 2026, to complete its Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[142]. - The company entered into a Business Combination Agreement on April 22, 2025, involving multiple parties, including Tether and Bitfinex[145]. - The company has engaged CF&Co. as an advisor for the Business Combination, agreeing to pay a cash fee of $3,500,000 upon consummation[163]. - The company has until August 14, 2026, to consummate the Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed[175]. Financial Performance - As of September 30, 2025, the company had a working capital deficit of approximately $1,762,000, compared to approximately $190,000 as of December 31, 2024[153]. - As of September 30, 2025, the company had net income of approximately $2,056,000, driven by a gain of approximately $1,560,000 from the change in fair value of forward sale securities and approximately $1,132,000 of interest income[158]. - For the nine months ended September 30, 2025, the company reported net income of approximately $3,252,000, consisting of approximately $3,404,000 of interest income and approximately $1,560,000 of gain from the change in fair value of forward sale securities[160]. - The company has not generated any operating revenues to date and will not do so until after the completion of the Business Combination[157]. Compliance and Accounting - The company accounts for Class A ordinary shares subject to possible redemption as temporary equity, with 10,000,000 shares presented as such as of September 30, 2025[179]. - The company complies with ASC 260 for calculating net income per ordinary share, using the two-class method for allocation[180]. - The company excludes accretion associated with redeemable Class A ordinary shares from earnings per share calculations[180]. - The weighted average number of ordinary shares outstanding is used to compute net income applicable to shareholders[180]. - The financial statements include significant accounting policies as outlined in Note 2[181]. - The company does not have any significant off-balance sheet arrangements as defined by Regulation S-K[182]. - The earnings per share calculation does not include the redemption value exceeding fair value for Class A ordinary shares[180]. - The company is not required to provide certain disclosures under Item 303(a)(4)(ii) of Regulation S-K due to its reporting status[183]. Liquidity and Expenses - The company has satisfied its liquidity needs through September 30, 2025, with a $25,000 contribution from the Sponsor and a loan of approximately $287,000 from the Sponsor[154]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses[157]. - As of September 30, 2025, the company reported no off-balance sheet arrangements or contractual obligations[182].

Core Insights - CertiK released the 2025 Skynet Digital Asset Treasury (DAT) report, introducing a quantitative framework for assessing the operational robustness of DATs, revealing the landscape of global public companies in terms of digital asset holdings, security governance, and compliance transparency [1][2] Industry Overview - The Digital Asset Treasury (DAT) model has evolved from a niche strategy to a significant and expanding market, with global public companies holding over $130 billion in digital assets. This model defines companies that accumulate digital assets as a core balance sheet strategy, creating a regulated, high-beta tool for traditional financial investors to enter the cryptocurrency ecosystem [1][2] Regulatory Impact - With the implementation of regulations such as the EU's Markets in Crypto-Assets (MiCA) and the US's Digital Asset Market Clarification Act (CLARITY Act), the valuation of DAT companies is increasingly dependent on the robustness of their security and compliance systems rather than just their asset holdings [1] Quantitative Framework - CertiK's DAT quantitative framework includes five core assessment pillars: custodial and third-party due diligence, internal controls and operational security, on-chain risk exposure, capital strategy resilience, and regulatory and information disclosure strategies. This framework allows for a quantitative evaluation of companies' DATs, examining factors such as custodial diversity, internal threat prevention, security management practices, sustainability of financing models, and timeliness of information disclosure [2] Leading Companies - The assessment results indicate that Strategy Inc. (MSTR) ranks first with a Skynet score of 91.8, attributed to its use of regulated custodians, multi-signature security mechanisms, annual SOC 2 audits, and high transparency in disclosures to the SEC. Other top-ranked companies include MARA Holdings (MARA), Metaplanet Inc. (MTPLF), Bitcoin Standard Treasury Company (BSTR), BitMine Immersion Technologies (BMNR), XXI (CEP), CleanSpark Inc. (CLSK), Hut 8 Mining (HUT), SharpLink Gaming (SBET), and Forward Industries (FORD) [3] Future Trends - The report highlights that as the adoption of digital assets continues to rise, DAT companies with long-term viability are expected to maintain their market positions. Key trends in the DAT sector include the tokenization of real-world assets (RWA) and integration with central bank digital currencies (CBDC) [3] Market Dynamics - As more market participants enter the space and spot ETFs provide investors with lower-cost direct price exposure, investors will increasingly differentiate DATs based on "how they hold" rather than "what assets they hold" [4]

Group 1 - Cantor Equity Partners, Inc. is preparing to take Twenty One [XXI] public in Q3'25-Q4'25, focusing on establishing a Bitcoin treasury company [1] - XXI aims to hold a total of 43,500 Bitcoins as part of its public offering strategy [1] Group 2 - Michael Del Monte, an analyst with over 5 years of experience, emphasizes that investment recommendations should consider the entire investment ecosystem rather than evaluating companies in isolation [1]

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of approximately $479,000, driven by $1,112,000 in interest income, offset by $603,000 in general and administrative expenses[143]. - For the six months ended June 30, 2025, the company achieved a net income of approximately $1,196,000, with $2,272,000 in interest income and $1,016,000 in general and administrative expenses[144]. - The company has generated non-operating income solely from interest on amounts held in the Trust Account, with no operating revenues until the completion of the Business Combination[142]. Capital Raising and Financing - The company raised $100 million from the Initial Public Offering (IPO) by selling 10 million Class A ordinary shares at $10.00 per share[126]. - An additional $3 million was generated from the sale of 300,000 Class A ordinary shares in a private placement to the Sponsor at the same price[127]. - The company plans to issue $340.2 million in convertible senior secured notes as part of the financing for the Business Combination[134]. - A private placement of 20 million Class A ordinary shares was agreed upon for $200 million, with a purchase price of $10.00 per share[134]. - The Sponsor has committed to loan up to $1.75 million to cover transaction costs related to the Business Combination[139]. - The Sponsor has committed to provide up to $1,750,000 in loans to cover transaction costs related to the Business Combination[153]. - As of June 30, 2025, the company had approximately $646,000 outstanding under the Sponsor Loan, with no borrowings under Working Capital Loans or the Sponsor Note[154]. Business Combination - The company entered into a Business Combination Agreement on April 22, 2025, involving multiple parties, including Tether and Bitfinex[132]. - The company has until August 14, 2026, to complete the Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[129]. - The company is focusing its search for target businesses in financial services, healthcare, real estate services, technology, and software industries[125]. - The company has engaged CF&Co. as an advisor for the Business Combination, agreeing to pay a cash fee of $3,500,000 upon consummation, which is 3.5% of the gross proceeds from the Initial Public Offering[146]. Cash and Working Capital - As of June 30, 2025, the company had a working capital deficit of approximately $1.152 million, compared to approximately $190,000 as of December 31, 2024[138]. - As of June 30, 2025, the company had $25,000 in cash in its operating account[138]. - The company holds investments in U.S. government treasury bills in the Trust Account, which began on August 15, 2024[156]. - The company has 10,000,000 Class A ordinary shares subject to possible redemption, classified as temporary equity as of June 30, 2025[159]. - The company has not reported any off-balance sheet arrangements or contractual obligations as of June 30, 2025[162]. Future Expectations - The company expects to incur increased expenses related to being a public company, including legal and compliance costs[142].

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of approximately $717,000, primarily from $1,160,000 of interest income[136] - The company incurred approximately $413,000 in general and administrative expenses for the three months ended March 31, 2025[136] - Net income (loss) per ordinary share is calculated by dividing net income (loss) applicable to shareholders by the weighted average number of ordinary shares outstanding[147] Capital Structure - The Initial Public Offering (IPO) generated proceeds of $100,000,000 from the sale of 10,000,000 Class A ordinary shares at $10.00 per share[120] - A private placement of 300,000 Class A ordinary shares raised an additional $3,000,000 at the same price of $10.00 per share[121] - The company has secured a private investment of $385,000,000 through convertible notes and an additional $200,000,000 through Class A ordinary shares[129] - The Sponsor has committed up to $1,750,000 in the Sponsor Loan to cover transaction costs and working capital, with a conversion option into Class A ordinary shares at $10.00 per share[140] Business Combination - The company has until August 14, 2026, to complete the Business Combination, or it will liquidate and redeem Public Shares[123] - A business combination agreement was entered into on April 22, 2025, involving multiple entities, including Twenty One Capital, Inc.[127] - The company plans to merge with SPAC Merger Sub, with shareholders receiving one share of Pubco Class A common stock for each Class A ordinary share held[128] - CF&Co. will receive a cash fee of $3,500,000 for advisory services related to the Business Combination, equating to 3.5% of the IPO gross proceeds[138] - The Sponsor has agreed to lend the company up to $1,500,000 under a promissory note related to the Business Combination, with $0.15 per Public Share being redeemed added to the Trust Account[139] Financial Position - As of March 31, 2025, the company had a working capital deficit of approximately $576,000[131] - As of March 31, 2025, the company had approximately $490,000 under the Sponsor Loan, compared to $333,000 as of December 31, 2024[141] - The fair value of investments in U.S. government treasury bills held in the Trust Account was approximately $103,063,000 as of March 31, 2025, up from $101,976,000 as of December 31, 2024[143] - As of March 31, 2025, the company had no off-balance sheet arrangements or contractual obligations[149] Accounting and Compliance - The company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies[145] - The Sponsor pays expenses on behalf of the company, with $0 and approximately $1,000 payable to the Sponsor for such expenses as of March 31, 2025, and December 31, 2024, respectively[142] - The company has no borrowings under the Working Capital Loans or the Sponsor Note as of March 31, 2025, and December 31, 2024[141] - The company accounts for 10,000,000 Class A ordinary shares subject to possible redemption as temporary equity, reflecting uncertain future events[146]

IPO and Financing - The company completed its Initial Public Offering on August 14, 2024, raising gross proceeds of $100 million from the sale of 10 million Class A ordinary shares at $10.00 per share[26]. - An additional $3 million was generated from the Private Placement Shares sold to the Sponsor at the same price of $10.00 per share[26]. - A total of $100 million from the IPO and Private Placement was placed in a Trust Account, which may only be invested in U.S. government securities or held as cash until the Business Combination is completed or the Trust Account is distributed[27]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the Trust Account after satisfying redemptions by Public Shareholders[40]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete the Business Combination, which could lead to material dilution for Public Shareholders[42]. - The company has committed to a Sponsor Loan of up to $1,750,000 to finance transaction costs related to the Business Combination, with approximately $333,000 drawn as of December 31, 2024[162]. - The company has approximately $102.0 million available for the Business Combination as of December 31, 2024, subject to certain deductions[66]. - The company has access to $25,000 held outside of the Trust Account as of December 31, 2024, to cover potential claims and expenses[119]. Business Combination - The company has a 24-month period until August 14, 2026, to complete the Business Combination, with the possibility of extensions subject to shareholder approval[29]. - The Business Combination must involve a target company with an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of signing a definitive agreement[36]. - The company intends to effectuate the Business Combination using cash from the Trust Account, net proceeds from securities sales, or a combination of these methods[67]. - If the Business Combination is not completed within the specified period, the company will cease operations and redeem Public Shares at a price equal to the amount in the Trust Account[29]. - If the Business Combination is not consummated by the end of the Combination Period, the company will cease operations and redeem Public Shares at a cash price based on the Trust Account balance[111]. - The company may continue to seek a different target for the Business Combination if the proposed one is not completed[110]. - The company is focusing on acquiring businesses in financial services, healthcare, real estate services, technology, and software industries[31]. - The company is focusing its search for target businesses in the financial services, healthcare, real estate services, technology, and software industries[152]. - The company may face increased competition for attractive acquisition targets due to the rise in the number of SPACs going public in recent years[131]. - The company expects intense competition from other SPACs and private investors, which may increase the cost and complexity of finding suitable acquisition targets[44]. Shareholder Rights and Redemption - The Public Shares are traded on Nasdaq under the symbol "CEP," with trading commencing on August 13, 2024[30]. - Public Shareholders can redeem their shares regardless of whether they vote for or against the proposed Business Combination[103]. - The company will provide Public Shareholders with the opportunity to redeem their shares either through a general meeting or a tender offer[93]. - If more than 25% of Public Shares are sought for redemption by a shareholder or group, that shareholder will be restricted from exercising redemption rights on the excess shares[105]. - The tender offer for redeeming shares will remain open for at least 20 business days[98]. - The company must comply with SEC rules regarding tender offers and proxy solicitations[101][102]. - If shareholder approval is required, the company needs at least 3,600,001 (36.0%) of the 10,000,000 Public Shares to vote in favor of the Business Combination for it to be approved[100]. - The company anticipates that any purchases of Public Shares from shareholders will be at a price no higher than the redemption price[94]. - The redemption amount for Public Shareholders upon dissolution is approximately $10.35 per share as of December 31, 2024, including $0.15 per share from the Sponsor Note[115]. - The company may only redeem Public Shares if net tangible assets are at least $5,000,001 immediately prior to or upon consummation of the Business Combination[104]. - The company cannot assure shareholders that the actual per-share redemption amount will not be substantially less than $10.35 due to potential creditor claims[115]. - If the Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any pro rata share from the Trust Account[109]. Management and Governance - The management team has extensive experience in sourcing, structuring, and executing business acquisitions across various geographies and market conditions[35]. - The management team is not obligated to devote a specific number of hours to the company's affairs, which may vary based on the Business Combination process[54]. - The company has engaged CF&Co. as an advisor for the Business Combination, which will receive a Marketing Fee upon consummation[77]. - The company has a diverse board with members having extensive experience in finance, marketing, and management[194][195][197][198]. - The Chief Financial Officer has been with the company since November 2021 and has extensive experience in accounting policy and financial reporting[195]. - The Chairman and CEO has been in position since December 2024 and has a background in driving strategy and overseeing projects[194]. - The board consists of four directors, with terms divided into two classes serving two-year terms[202]. - The company has not established specific minimum qualifications for director nominees, focusing instead on educational background, professional experience, and integrity[214]. - The Compensation Committee is responsible for reviewing and approving executive compensation and may retain external advisers while considering their independence[208]. - The company has adopted an Insider Trading Policy to promote compliance with trading laws and Nasdaq rules[216]. - The Audit Committee consists of three members, with two meeting the independent director standard; an additional independent director will be appointed by the one-year anniversary of the Initial Public Offering[206]. - The company has adopted a Clawback Policy compliant with SEC and Nasdaq rules, allowing for the recovery of erroneously awarded incentive-based compensation from executive officers within a three-year lookback period[210]. - The company has agreed to pay independent directors $50,000 per year, with additional payments to the Sponsor for office space and administrative support totaling $10,000 per month[219]. - There are no material legal proceedings involving any director or executive officer[200]. Financial Performance and Reporting - For the year ended December 31, 2024, the company reported a net income of approximately $1,538,000, primarily from $1,882,000 of interest income on investments held in the Trust Account[166]. - The fair value of investments in U.S. government treasury bills held in the Trust Account was approximately $101,976,000 as of December 31, 2024[173]. - As of December 31, 2024, the company had cash of $25,000 and a working capital deficit of approximately $190,000[161]. - The company has not generated any operating revenues to date and expects to incur increased expenses as a result of being a public company[165]. - The company has not paid any cash dividends on the Ordinary Shares to date and does not intend to do so prior to the completion of the Business Combination[142]. - The company has filed a Registration Statement on Form 8-A with the SEC to voluntarily register the Public Shares under Section 12 of the Exchange Act[126]. - The company has no off-balance sheet arrangements or contractual obligations as of December 31, 2024[179]. - The company maintained effective internal control over financial reporting as of December 31, 2024[186]. - There were no changes to the internal control over financial reporting during the fiscal year ended December 31, 2024 that materially affected the controls[188]. - The management evaluated the effectiveness of disclosure controls and procedures and concluded they were effective as of the end of the reporting period[184]. - The company does not expect that its disclosure controls and procedures will prevent all errors and instances of fraud[185]. - The company is evaluating the potential impacts of new climate-related disclosure requirements that may significantly increase the complexity of periodic reporting[160]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of Public Shares to investors[61]. - The company will remain an emerging growth company until the earlier of the last day of the fiscal year following August 14, 2029, achieving total annual gross revenue of at least $1.235 billion, or being deemed a large accelerated filer[127]. - The company is classified as a "smaller reporting company" and will maintain this status until the market value of its Ordinary Shares held by non-affiliates exceeds $250 million or annual revenues exceed $100 million[64]. - The company is classified as a "controlled company" under Nasdaq standards, allowing it to utilize exemptions from certain corporate governance requirements[204]. - The SEC's new 2024 SPAC Rules may materially affect the company's ability to negotiate and complete the Business Combination, potentially increasing costs and time[159]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering[134]. - The company has not requested the Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy such obligations[118].

Financial Performance - The company generated net income of approximately $476,000 for the three months ended September 30, 2024, primarily from $627,000 of interest income on investments held in the Trust Account[119] - The company incurred approximately $135,000 in general and administrative expenses for the three months ended September 30, 2024[119] - The company has no revenues to date and will not generate operating revenues until after the completion of a Business Combination[117] Initial Public Offering - The company completed its Initial Public Offering on August 14, 2024, raising $100 million from the sale of 10 million Class A ordinary shares at $10.00 per share[107] - The company also raised an additional $3 million from the private placement of 300,000 Class A ordinary shares at $10.00 per share to the Sponsor[108] Cash and Working Capital - As of September 30, 2024, the company had approximately $269,000 in cash and a working capital deficit of approximately $82,000[113] Business Combination - The company has until August 14, 2026, to complete a Business Combination, or it will cease operations and redeem Public Shares[110] - The company is focusing its search for target businesses in the financial services, healthcare, real estate services, technology, and software industries[106] Investments - The fair value of the company's investments in U.S. government treasury bills held in the Trust Account was approximately $100.8 million as of September 30, 2024[128] Shareholder Equity - As of September 30, 2024, there are 10,000,000 Class A ordinary shares subject to possible redemption, classified as temporary equity[131] - The company recognizes changes in redemption value of Class A ordinary shares immediately and adjusts the carrying value accordingly[131] - Accretion associated with redeemable Class A ordinary shares is excluded from earnings per share calculations[133] - Net income (loss) per ordinary share is calculated using the two-class method, allocating net income (loss) pro rata to different classes of shares[133] Accounting and Compliance - The company has not opted out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial standards at the same time as private companies[130] - The company complies with ASC 480 for accounting Class A ordinary shares subject to possible redemption[131] - The financial statements include significant accounting policies that are critical to understanding the company's financial position[134] - There are no off-balance sheet arrangements or contractual obligations as of September 30, 2024[135] - The company has not reported any commitments or contractual obligations as of the latest reporting date[135] - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[136]