二十一资本有限公司-A 2025年季度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of December 17, 2025, 346,548,153 shares of Class A common stock, par value $0.01 per share and 304,842,759 shares of Class Bcommon stock, were issued and outstanding. Explanatory Note On December 8, 2025, Twenty One Assets LLC (“Twenty One Assets”) completed its business combination pursuant to the date of theoriginal business combination agreement (as amended by Amendment No. 1 to the Business Combination Agreement, dated as of July26, 2025, the “Business Combination Agreement”), by and among 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 Islandsexempted company and wholly owned subsidiary of Pubco (“CEP Merger Sub”), Twenty One Assets, LLC, a Delaware limitedliability company (“Twenty One Assets”), Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable The business combination was accounted for as a reverse recapitalization under Accounting Standards Codification (“ASC”) 805-40.As part of the transaction, both CEP Merger Sub and CEP Merger Sub C, a Delaware corporation and an indirect subsidiary of CEP(“Company Merger Sub”) became wholly owned subsidiaries of the newly formed parent company, Twenty One Capital Inc. This Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”) is filed by Twenty One Capital Inc. under its currentname and CIK, but includes the financial statements as of, and for the three months ended September 30, 2025 and the period fromApril 17, 2025 (inception) to September 30, 2025 and Management’s Discussion and Analysis of Financial Condition and Results ofOperations of Twenty One Assets, LLC (the predecessor) and the financial statements as of, and for the three months ended September30, 2025 and the period from March 7, 2025 (inception) to September 30, 2025 and Management’s Discussion and Analysis of Forward-Looking Statements This Quarterly Report contains statements that may constitute “forward-looking statements” for purposes of the federal securities laws.Forward-looking statements include, but are not limited to, statements regarding CEP, Pubco, Twenty One Assets and their respectivemanagement teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer toprojections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” ●financial results or strategies regarding Pubco,●Twenty One Assets and the Business Combination and statements regarding the anticipated benefits of the BusinessCombination,●the assets held by Pubco,●the price and volatility of Bitcoin,●Bitcoin’s growing prominence as a digital asset and as the foundation of a new financial system,●Pubco’s listing on any securities exchange, We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report. Theseforward-looking statements are based on information available as of the date of this Quarterly Report, and current expectations,forecasts and assumptions and involve a number of judgments, risks and uncertainties, including those described in the section entitled“Risk Factors” in the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in the Registration Statementon Form S-4 (File No. 333-290246) filed with the Securities and Exchange Commission (the “SEC”) on October 17, 2025.Accordingly, forward-looking statements should not be relied upon as representing the views of Pubco as of any subsequent date, andPubco does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date theywere made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities The forward-looking statements included