Twenty One Capital Inc-A 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025 Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days. Yes☐No☒ 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 theregistrant was required to submit such files).Yes☒No☐ 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 reportingcompany,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ 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(“Tether”), iFinex, Inc., a British Virgin Islands company (“Bitfinex” and, together with Tether, the “Sellers”) and, solely for certainlimited purposes and Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”). 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 ofFinancial Condition and Results of Operations of Twenty One Capital Inc. (the successor). 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,”“possible,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would” and similar expressions may identify forward-lookingstatements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in thisCurrent Report may include, for example, statements about: ●financial results or strategies regarding Pubco,●Twenty One Assets and the Business Combination and statements regarding t