Twenty One Capital Charges Toward Nasdaq Listing via Strategic Business Merger

Another SPAC play hits the runway—but this one's got Wall Street buzzing.

Twenty One Capital just turbocharged its path to public markets through a slick business combination. No IPO roadshow headaches, no endless SEC back-and-forth—just a fast-tracked ticket to Nasdaq's big leagues.

The SPAC-tacular shortcut

Forget traditional listings. By merging with a special purpose acquisition company, Twenty One Capital bypasses the usual regulatory gauntlet. It's the financial equivalent of using the express lane while other startups still wait at the DMV.

Why Nasdaq matters

A tech-heavy exchange hungry for growth plays? Check. Liquidity for early investors? Double-check. The prestige of trading alongside FAANG stocks? Priceless—until the first earnings miss, anyway.

Wall Street's latest SPAC darling proves that in 2025, nobody's got time for old-school IPOs. Just don't ask about the valuation math—some things are better left to the 'creative accounting' department.

TLDR

• Twenty-One to Go Public via SPAC, Ticker “XXI” Pending SEC Approval
• Bitcoin-Focused Firm Twenty One Plans Nasdaq Debut After CEP Merger
• SPAC Deal Propels Twenty One Toward Public Listing and Crypto Growth
• Twenty One Capital Eyes Nasdaq with Bitcoin Strategy, Merger Pending
• Draft S-4 Filed: Twenty One Moves Closer to Public Listing with CEP

Twenty One Capital, Inc. has confidentially submitted a draft registration statement for a public listing on Nasdaq. The MOVE follows its planned merger with Cantor Equity Partners, Inc. (CEP), a SPAC backed by Cantor Fitzgerald. The companies expect to finalize the transaction pending shareholder approval and regulatory review.

Business Combination Moves Forward with SEC Filing

Twenty One Capital and its affiliate, Twenty One Assets, have filed a draft FORM S-4 with the U.S. SEC. This filing outlines the terms of the proposed business combination with Cantor Equity Partners. Both parties initially announced the agreement on April 23, 2025.

The deal positions Twenty One to trade under the ticker “XXI” following the transaction’s close. CEP shareholders will vote on the combination in a scheduled meeting yet to be announced. The companies are also planning PIPE financings alongside the merger.

This transaction remains subject to conditions, including regulatory clearance and approval from CEP shareholders. CEP’s current structure as a SPAC allows a streamlined path to public markets. Twenty One seeks to establish a distinct presence in equity markets focused on Bitcoin exposure.

Twenty One Targets Bitcoin-Centric Equity Market Strategy

After the business combination is completed, Twenty One will operate solely within Bitcoin-related industries. Its strategy includes offering a capital-efficient model for bitcoin accumulation and financial products. It intends to serve shareholders seeking Bitcoin exposure through traditional equity channels.

The company plans to leverage its Bitcoin-native structure to develop long-term digital asset business lines. It will pursue growth in areas such as financial services and advisory centered around Bitcoin. Twenty One expects its equity performance to correlate with Bitcoin’s price behavior.

The merger gives Twenty One the opportunity to expand its model using CEP’s capital and public listing access. The newly formed entity will target innovations in crypto-finance infrastructure. Post-transaction, it aims to scale its platform while navigating digital asset regulation.

Cantor Equity Partners Leverages SPAC Structure for Strategic Combination

Cantor Equity Partners was formed to identify high-potential businesses for acquisitions. Sponsored by a Cantor Fitzgerald affiliate, CEP offers expertise in DEEP capital markets. Its leadership includes CEO Brandon Lutnick, who oversees the firm’s acquisition strategy.

CEP taps into the growing demand for publicly traded digital asset companies. The partnership enables Twenty One to access public equity markets faster. The PIPE financing also brings in institutional capital to support the venture’s growth.

CEP and Twenty One emphasize their focus on long-term value creation and shareholder alignment. They intend to close the deal within the timeframe permitted by CEP’s SPAC agreement. Finalization of the merger will depend on both shareholder and regulatory outcomes.

Regulatory Process and Shareholder Materials Underway

The SEC is currently reviewing the submitted draft registration statement. The final version will include a joint proxy and prospectus for CEP shareholders. Upon clearance, both parties will release definitive materials detailing the business combination.

CEP will distribute proxy statements to its shareholders before the scheduled vote. The documents will include terms of the merger, PIPE offerings, and governance changes. Shareholders will receive access to the documents via the SEC’s website and corporate contacts.

Twenty One’s securities have not yet been registered under the Securities Act. Thus, offering remains subject to applicable exemptions until registration is complete. The proposed Nasdaq listing of “XXI” will follow once all approvals are secured.