Twenty One Capital Inc-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 Commission file number 001-42977 (Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (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 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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 Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 12, 2026, there were 346,807,836 shares of its Class A common stock, par value $0.01 per share and 304,842,759 shares ofits Class B common stock par value $0.01 per share, were issued and outstanding. TWENTY ONE CAPITAL, INC.TABLE OF CONTENTS PagePART 1 – FINANCIAL INFORMATIONInterim Financial Statements1Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 20262Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March31, 20263Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 20264Notes to the Condensed Consolidated Financial Statements (Unaudited)5Management’s Discussion and Analysis of Financial Condition and Results of Operations21Quantitative and Qualitative Disclosures about Market Risk30Control and Procedures31PART II – OTHER INFORMATIONLegal Proceedings32Risk Factors32Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities32Defaults Upon Senior Securities32Mine Safety Disclosures32Other Information32Exhibits33SIGNATURES35i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” (as defined in Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”) that reflect our current expectations and views of future events. The forward-looking statements are containedprincipally in the section of this Report entitled “Management’s Discussion and Analysis of Financial Condition and Results ofOperations.” Readers are cautioned that significant known and unknown risks, uncertainties and other important factors (includingthose over which we may have no control) and others listed in this Report, in the “Item 1A. Risk Factors” section of our Annual Reporton Form 10-K for the period from March 7, 2025 (inception) to December 31, 2025 (“2025 Form 10-K”), as filed with the Securitiesand Exchange Commission (the “SEC”) on March 31, 2026, and in our other filings with the SEC may cause our actual results,performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,”“estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” “assumption”or “judgment” or the negative of those terms or other similar expressions, although not all forward-looking statements contain thosewords. These forward-looking statements present our estimates and assumptions only as of the date of this Report and are subject to severalknown and unknown risks, uncertainties, and assumptions. Accordingly, you are cautioned not to place undue reliance on forward-looking statements,