Latest news with #Bitcoin-native


Globe and Mail
an hour ago
- Business
- Globe and Mail
Twenty One Expects to Add 5,800 Bitcoin Before Planned Listing, Increasing Holdings to At Least 43,500 BTC
Twenty One Capital, Inc. ('Twenty One' or 'the Company'), the first-ever Bitcoin-native company that expects to be publicly listed at the closing of its previously announced business combination, today announced that, at closing of the business combination, it expects to receive approximately 5,800 additional Bitcoin from Tether, ahead of Twenty One's planned public listing. This brings Twenty One's total holdings at closing to over 43,500 Bitcoin. These figures will make Twenty One the third-largest corporate Bitcoin treasury in the world, with its Bitcoin holdings acquired at a blended average cost of $87,280.37 per Bitcoin. Upon Twenty One's listing at closing of the business combination with CEP, each share of Twenty One is expected to represent approximately 12,559 sats/share. 2 Twenty One will introduce a performance metric based on Bitcoin Per Share (BPS), a transparent metric that reflects the amount of Bitcoin Twenty One holds, that each fully-diluted share of the Company represents. Unlike traditional earnings-per-share models, BPS allows investors to track Bitcoin-denominated performance directly. The Company is built to give shareholders exposure to Bitcoin without the legacy liabilities or dilution risks that can come with operating businesses outside of the Bitcoin ecosystem. 'We believe Bitcoin deserves a public company worthy of its ethos. With the partners, capital, team, and structure we've assembled, we feel like we can do anything, and we're just getting started. Twenty One is a new kind of public company: built on Bitcoin, backed with proof, and driven by a vision to reshape the global financial system. We're not here to beat the existing system, we're here to build a new one,' said Jack Mallers, Co-Founder and CEO of Twenty One. Following the closing of the business combination, Twenty One will hold the Bitcoin held on-balance-sheet as part of the Company's long-term treasury strategy. All of Twenty One's Bitcoin will be custodied transparently and verifiably on-chain, with real time Proof of Reserves available at 'Bitcoin represents more than just a financial asset, it's a foundational protocol for freedom, transparency, and resilience,' said Paolo Ardoino, CEO of Tether. 'Twenty One captures that ethos in corporate form. By anchoring its model entirely to Bitcoin, it breaks from legacy financial conventions and points toward a future where value is truly sovereign. This is the kind of vision we're proud to support.' As noted in the April announcement of the business combination between Twenty One and Cantor Equity Partners, Inc. ('CEP') (Nasdaq: CEP), a special-purpose acquisition company (SPAC) sponsored by an affiliate of Cantor Fitzgerald, at closing, Twenty One will be majority-owned by Tether and Bitfinex, with a significant minority stake held by SoftBank Group Corp. ('SoftBank Group'). The remainder of the equity will be held by PIPE investors, public shareholders of CEP and Cantor Fitzgerald, CEP's sponsor. Twenty One has made a confidential submission of a draft registration statement on Form S-4 with the U.S. Securities and Exchange Commission ('SEC'). Twenty One will seek to trade under the ticker symbol 'XXI' upon the closing of the business combination. The completion of the business combination is subject to customary closing conditions, including the approval of CEP's shareholders. The 5,800 additional Bitcoin relates to Tether's previously disclosed purchase of 1,381 Bitcoin pursuant to subscription agreements dated June 19, 2025 between the Company, CEP and certain investors and Tether's pre-existing obligation to purchase 4,422 Bitcoin pursuant to the terms of the business combination agreement with CEP. About Twenty One Capital, Inc. At closing, Twenty One will be a newly formed operating company focused exclusively on Bitcoin-related business lines that, among other things, offer shareholders a differentiated opportunity to gain exposure to Bitcoin through the equity markets. With a Bitcoin-native operating structure and a strategy designed to deliver long-term value, Twenty One intends to become a leading vehicle for capital-efficient Bitcoin accumulation and related business development. About Cantor Equity Partners, Inc. Cantor Equity Partners, Inc. (Nasdaq: CEP) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses or entities. CEP is led by Chairman and Chief Executive Officer Brandon Lutnick and sponsored by an affiliate of Cantor Fitzgerald. About Cantor Fitzgerald, L.P. Cantor Fitzgerald, with more than 14,000 employees, is a leading global financial services and real estate services holding company and a proven and resilient leader for more than 79 years. Its diverse group of global companies provides a wide range of products and services, including investment banking, asset and investment management, capital markets, prime services, research, digital assets, data, financial and commodities brokerage, trade execution, clearing, settlement, advisory, financial technology, custodial, commercial real estate advisory and servicing, and more. About Tether Tether is a pioneer in the field of stablecoin technology, driven by an aim to revolutionize the global financial landscape. With a mission to provide accessible and efficient financial, communication, artificial intelligence, and energy infrastructure, Tether enables greater financial inclusion, and communication resilience, fosters economic growth, and empowers individuals and businesses alike. As the creator of the largest, most transparent, and liquid stablecoin in the industry, Tether is dedicated to building sustainable and resilient infrastructure for the benefit of underserved communities. By leveraging cutting-edge blockchain and peer-to-peer technology, it is committed to bridging the gap between traditional financial systems and the potential of decentralized finance. Additional Information and Where to Find It Twenty One and Twenty One Assets, LLC intend to publicly file with the SEC a Registration Statement, which will include a preliminary proxy statement of CEP and a prospectus (the 'Proxy Statement/Prospectus') in connection with the proposed business combination between CEP and Twenty One (the 'Business Combination') and certain convertible senior secured notes offering and common equity PIPE financings (the 'PIPE Offerings' and, together with the Business Combination, the 'Proposed Transactions'). The definitive proxy statement and other relevant documents will be mailed to shareholders of CEP as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. CEP and/or Twenty One will also file other documents regarding the Proposed Transactions with the SEC. This press release does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEP AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEP'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEP, TWENTY ONE, TWENTY ONE ASSETS, LLC AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CEP and Twenty One, without charge, once available, on the SEC's website at or by directing a request to: Cantor Equity Partners, Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@ or upon written request to Twenty One Capital, Inc., via email at info@ respectively. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. The convertible notes of Twenty One and the CEP Class A ordinary shares to be issued in the PIPE Offerings have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Participants in the Solicitation CEP, Twenty One, Twenty One Assets, LLC and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from CEP's shareholders in connection with the Proposed Transactions. A list of the names of such persons, and information regarding their interests in the Proposed Transactions and their ownership of CEP's securities are, or will be, contained in CEP's filings with the SEC, including CEP's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CEP's shareholders in connection with the Proposed Transactions, including the names and interests of the directors and executive officers of CEP, Twenty One and Twenty One Assets, LLC will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed with the SEC. Investors and security holders may obtain free copies of these documents as described above. No Offer or Solicitation The information contained in this press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CEP, Twenty One or Twenty One Assets, LLC, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. Forward-Looking Statements This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions involving CEP, Twenty One and Twenty One Assets, LLC, including expectations, intentions, plans, prospects regarding CEP, Twenty One, Twenty One Assets, LLC and the Proposed Transactions, including Twenty One's BPS and long-term treasury strategy, ability to give its shareholders exposure to Bitcoin, the custody and proof-of-reserves of Twenty One's Bitcoin holdings and statements regarding the anticipated timing of the completion of the Proposed Transactions, and the satisfaction of closing conditions to the Proposed Transactions. These forward-looking statements generally are identified by the words 'believe,' 'project,' 'expect,' 'anticipate,' 'estimate,' 'intend,' 'strategy,' 'future,' 'opportunity,' 'potential,' 'plan,' 'may,' 'should,' 'will,' 'would,' 'will be,' 'will continue,' 'will likely result,' and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of CEP's securities; the risk that the Proposed Transactions may not be completed by CEP's business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of CEP's shareholders, or any of the PIPE Offerings; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of CEP's public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the CEP Class A ordinary shares or the shares of Twenty One's Class A Stock; the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Twenty One to obtain or maintain the listing of its securities on any securities exchange after closing of the Proposed Transactions; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Twenty One's anticipated operations and business, including the highly volatile nature of the price of Bitcoin; the risk that Twenty One's stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; risks related to increased competition in the industries in which Twenty One will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Proposed Transactions, Twenty One experiences difficulties managing its growth and expanding operations; the risks that growing Twenty One's learning programs and educational content could be difficult; challenges in implementing Twenty One's business plan including Bitcoin-related financial and advisory services, due to operational challenges, significant competition and regulation; the outcome of any potential legal proceedings that may be instituted against CEP, Twenty One, Twenty One Assets, LLC or others following announcement of the Proposed Transactions, and those risk factors discussed in documents that CEP, Twenty One and/or Twenty One Assets, LLC filed, or that will be filed, with the SEC. The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the ' Risk Factors ' section of the final prospectus of CEP, dated as of August 12, 2024 and filed by CEP with the SEC on August 13, 2024, CEP's Quarterly Reports on Form 10-Q, CEP's Annual Report on Form 10-K and the Registration Statement that will be filed by Twenty One and Twenty One Assets, LLC and the Proxy Statement/Prospectus contained therein, and other documents filed by CEP, Twenty One Assets, LLC and Twenty One from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither CEP, Twenty One Assets, LLC nor Twenty One presently know or that CEP, Twenty One and Twenty One Assets, LLC currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of CEP, Twenty One and Twenty One Assets, LLC assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither CEP, Twenty One nor Twenty One Assets, LLC gives any assurance that either CEP, Twenty One or Twenty One Assets, LLC will achieve its expectations. The inclusion of any statement in this press release does not constitute an admission by CEP, Twenty One or Twenty One Assets, LLC or any other person that the events or circumstances described in such statement are material.


Business Wire
8 hours ago
- Business
- Business Wire
Twenty One Expects to Add 5,800 Bitcoin Before Planned Listing, Increasing Holdings to At Least 43,500 BTC
AUSTIN, Texas--(BUSINESS WIRE)--Twenty One Capital, Inc. ('Twenty One' or 'the Company'), the first-ever Bitcoin-native company that expects to be publicly listed at the closing of its previously announced business combination, today announced that, at closing of the business combination, it expects to receive approximately 5,800 additional Bitcoin from Tether, ahead of Twenty One's planned public listing. This brings Twenty One's total holdings at closing to over 43,500 Bitcoin. These figures will make Twenty One the third-largest corporate Bitcoin treasury in the world, with its Bitcoin holdings acquired at a blended average cost of $87,280.37 per Bitcoin. Upon Twenty One's listing at closing of the business combination with CEP, each share of Twenty One is expected to represent approximately 12,559 sats/share. 2 Twenty One will introduce a performance metric based on Bitcoin Per Share (BPS), a transparent metric that reflects the amount of Bitcoin Twenty One holds, that each fully-diluted share of the Company represents. Unlike traditional earnings-per-share models, BPS allows investors to track Bitcoin-denominated performance directly. The Company is built to give shareholders exposure to Bitcoin without the legacy liabilities or dilution risks that can come with operating businesses outside of the Bitcoin ecosystem. 'We believe Bitcoin deserves a public company worthy of its ethos. With the partners, capital, team, and structure we've assembled, we feel like we can do anything, and we're just getting started. Twenty One is a new kind of public company: built on Bitcoin, backed with proof, and driven by a vision to reshape the global financial system. We're not here to beat the existing system, we're here to build a new one,' said Jack Mallers, Co-Founder and CEO of Twenty One. Following the closing of the business combination, Twenty One will hold the Bitcoin held on-balance-sheet as part of the Company's long-term treasury strategy. All of Twenty One's Bitcoin will be custodied transparently and verifiably on-chain, with real time Proof of Reserves available at 'Bitcoin represents more than just a financial asset, it's a foundational protocol for freedom, transparency, and resilience,' said Paolo Ardoino, CEO of Tether. 'Twenty One captures that ethos in corporate form. By anchoring its model entirely to Bitcoin, it breaks from legacy financial conventions and points toward a future where value is truly sovereign. This is the kind of vision we're proud to support.' As noted in the April announcement of the business combination between Twenty One and Cantor Equity Partners, Inc. ('CEP') (Nasdaq: CEP), a special-purpose acquisition company (SPAC) sponsored by an affiliate of Cantor Fitzgerald, at closing, Twenty One will be majority-owned by Tether and Bitfinex, with a significant minority stake held by SoftBank Group Corp. ('SoftBank Group'). The remainder of the equity will be held by PIPE investors, public shareholders of CEP and Cantor Fitzgerald, CEP's sponsor. Twenty One has made a confidential submission of a draft registration statement on Form S-4 with the U.S. Securities and Exchange Commission ('SEC'). Twenty One will seek to trade under the ticker symbol 'XXI' upon the closing of the business combination. The completion of the business combination is subject to customary closing conditions, including the approval of CEP's shareholders. The 5,800 additional Bitcoin relates to Tether's previously disclosed purchase of 1,381 Bitcoin pursuant to subscription agreements dated June 19, 2025 between the Company, CEP and certain investors and Tether's pre-existing obligation to purchase 4,422 Bitcoin pursuant to the terms of the business combination agreement with CEP. About Twenty One Capital, Inc. At closing, Twenty One will be a newly formed operating company focused exclusively on Bitcoin-related business lines that, among other things, offer shareholders a differentiated opportunity to gain exposure to Bitcoin through the equity markets. With a Bitcoin-native operating structure and a strategy designed to deliver long-term value, Twenty One intends to become a leading vehicle for capital-efficient Bitcoin accumulation and related business development. About Cantor Equity Partners, Inc. Cantor Equity Partners, Inc. (Nasdaq: CEP) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses or entities. CEP is led by Chairman and Chief Executive Officer Brandon Lutnick and sponsored by an affiliate of Cantor Fitzgerald. About Cantor Fitzgerald, L.P. Cantor Fitzgerald, with more than 14,000 employees, is a leading global financial services and real estate services holding company and a proven and resilient leader for more than 79 years. Its diverse group of global companies provides a wide range of products and services, including investment banking, asset and investment management, capital markets, prime services, research, digital assets, data, financial and commodities brokerage, trade execution, clearing, settlement, advisory, financial technology, custodial, commercial real estate advisory and servicing, and more. About Tether Tether is a pioneer in the field of stablecoin technology, driven by an aim to revolutionize the global financial landscape. With a mission to provide accessible and efficient financial, communication, artificial intelligence, and energy infrastructure, Tether enables greater financial inclusion, and communication resilience, fosters economic growth, and empowers individuals and businesses alike. As the creator of the largest, most transparent, and liquid stablecoin in the industry, Tether is dedicated to building sustainable and resilient infrastructure for the benefit of underserved communities. By leveraging cutting-edge blockchain and peer-to-peer technology, it is committed to bridging the gap between traditional financial systems and the potential of decentralized finance. Additional Information and Where to Find It Twenty One and Twenty One Assets, LLC intend to publicly file with the SEC a Registration Statement, which will include a preliminary proxy statement of CEP and a prospectus (the 'Proxy Statement/Prospectus') in connection with the proposed business combination between CEP and Twenty One (the 'Business Combination') and certain convertible senior secured notes offering and common equity PIPE financings (the 'PIPE Offerings' and, together with the Business Combination, the 'Proposed Transactions'). The definitive proxy statement and other relevant documents will be mailed to shareholders of CEP as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. CEP and/or Twenty One will also file other documents regarding the Proposed Transactions with the SEC. This press release does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEP AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEP'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEP, TWENTY ONE, TWENTY ONE ASSETS, LLC AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CEP and Twenty One, without charge, once available, on the SEC's website at or by directing a request to: Cantor Equity Partners, Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@ or upon written request to Twenty One Capital, Inc., via email at info@ respectively. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. The convertible notes of Twenty One and the CEP Class A ordinary shares to be issued in the PIPE Offerings have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Participants in the Solicitation CEP, Twenty One, Twenty One Assets, LLC and their respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from CEP's shareholders in connection with the Proposed Transactions. A list of the names of such persons, and information regarding their interests in the Proposed Transactions and their ownership of CEP's securities are, or will be, contained in CEP's filings with the SEC, including CEP's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CEP's shareholders in connection with the Proposed Transactions, including the names and interests of the directors and executive officers of CEP, Twenty One and Twenty One Assets, LLC will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed with the SEC. Investors and security holders may obtain free copies of these documents as described above. No Offer or Solicitation The information contained in this press release is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CEP, Twenty One or Twenty One Assets, LLC, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. Forward-Looking Statements This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Proposed Transactions involving CEP, Twenty One and Twenty One Assets, LLC, including expectations, intentions, plans, prospects regarding CEP, Twenty One, Twenty One Assets, LLC and the Proposed Transactions, including Twenty One's BPS and long-term treasury strategy, ability to give its shareholders exposure to Bitcoin, the custody and proof-of-reserves of Twenty One's Bitcoin holdings and statements regarding the anticipated timing of the completion of the Proposed Transactions, and the satisfaction of closing conditions to the Proposed Transactions. These forward-looking statements generally are identified by the words 'believe,' 'project,' 'expect,' 'anticipate,' 'estimate,' 'intend,' 'strategy,' 'future,' 'opportunity,' 'potential,' 'plan,' 'may,' 'should,' 'will,' 'would,' 'will be,' 'will continue,' 'will likely result,' and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of CEP's securities; the risk that the Proposed Transactions may not be completed by CEP's business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of CEP's shareholders, or any of the PIPE Offerings; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of CEP's public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the CEP Class A ordinary shares or the shares of Twenty One's Class A Stock; the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Twenty One to obtain or maintain the listing of its securities on any securities exchange after closing of the Proposed Transactions; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Twenty One's anticipated operations and business, including the highly volatile nature of the price of Bitcoin; the risk that Twenty One's stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; risks related to increased competition in the industries in which Twenty One will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Proposed Transactions, Twenty One experiences difficulties managing its growth and expanding operations; the risks that growing Twenty One's learning programs and educational content could be difficult; challenges in implementing Twenty One's business plan including Bitcoin-related financial and advisory services, due to operational challenges, significant competition and regulation; the outcome of any potential legal proceedings that may be instituted against CEP, Twenty One, Twenty One Assets, LLC or others following announcement of the Proposed Transactions, and those risk factors discussed in documents that CEP, Twenty One and/or Twenty One Assets, LLC filed, or that will be filed, with the SEC. The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the ' Risk Factors ' section of the final prospectus of CEP, dated as of August 12, 2024 and filed by CEP with the SEC on August 13, 2024, CEP's Quarterly Reports on Form 10-Q, CEP's Annual Report on Form 10-K and the Registration Statement that will be filed by Twenty One and Twenty One Assets, LLC and the Proxy Statement/Prospectus contained therein, and other documents filed by CEP, Twenty One Assets, LLC and Twenty One from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither CEP, Twenty One Assets, LLC nor Twenty One presently know or that CEP, Twenty One and Twenty One Assets, LLC currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of CEP, Twenty One and Twenty One Assets, LLC assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither CEP, Twenty One nor Twenty One Assets, LLC gives any assurance that either CEP, Twenty One or Twenty One Assets, LLC will achieve its expectations. The inclusion of any statement in this press release does not constitute an admission by CEP, Twenty One or Twenty One Assets, LLC or any other person that the events or circumstances described in such statement are material.


Business Wire
22-07-2025
- Business
- Business Wire
KindlyMD and Nakamoto Announce the Filing of the Definitive Information Statement in Connection with Proposed Merger
SALT LAKE CITY--(BUSINESS WIRE)--Kindly MD, Inc. (NASDAQ: NAKA) ('KindlyMD'), a leading provider of integrated healthcare services, and Nakamoto Holdings Inc. ('Nakamoto'), a Bitcoin-native holding company, today announced that it has filed its definitive information statement with the U.S. Securities and Exchange Commission ('SEC') in connection with the proposed merger with Nakamoto. KindlyMD and Nakamoto expect to close the transaction on or around August 11, 2025, subject to other customary closing conditions. 'Filing the definitive information statement is a critical milestone for this merger and accelerates our mission of acquiring one million Bitcoin,' said David Bailey, Founder and CEO of Nakamoto. 'I'm very proud of the teams' collaboration at Nakamoto and KindlyMD to get us one step closer to closing the merger. Our shared enthusiasm for Bitcoin paired with our expertise in structuring this opportunity for public markets has created a strong foundation for the combined company's future.' 'We are proud to reach this important milestone alongside Nakamoto,' said Tim Pickett, Founder and CEO of KindlyMD. 'Our shareholders now have the opportunity to be part of a groundbreaking shift in how public companies approach treasury management, with Bitcoin at the center.' Holders of a majority of the outstanding common stock of KindlyMD previously approved the merger and related transactions through a written consent. About KindlyMD KindlyMD is a patient-first healthcare and healthcare data company redefining value-based care and patient-centered medical services. KindlyMD leverages data analysis to deliver evidence-based, personalized solutions in order to reduce opioid use, improve health outcomes faster, and provide algorithmic guidance on the use of alternative medicine in healthcare. KindlyMD provides a patient-focused healthcare experience that integrates traditional medical evaluation and management with mental health integration and compliant alternative medicine education and inclusion. It focuses on creating personalized care plans for each individual that get people back to work and life faster, reduce opioid use, and yield high patient satisfaction. Its specialty outpatient clinical services are reimbursed by Medicare, Medicaid, and commercial insurance contracts as well as offered on a fee-for-service basis. For more information, please visit About Nakamoto Nakamoto is a Bitcoin treasury company building a global portfolio of Bitcoin-native companies. Nakamoto plans to establish the first publicly traded conglomerate of Bitcoin companies by accumulating Bitcoin in its treasury and by leveraging its treasury to acquire and develop an ecosystem of Bitcoin companies across finance, media, advisory and more. The company aims to provide commercial and financial infrastructure for the next generation of capital markets. For more information, please visit Additional Information and Where to Find It In connection with the merger, PIPE Financing and the initial PIPE financing and debt financing announced on May 12, 2025 and the PIPE financing announced on June 19, 2025 (collectively, the 'Transactions'), KindlyMD has filed with the SEC a definitive information statement (the 'information statement'), and KindlyMD will file other documents regarding the Transactions with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY KINDLYMD WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT KINDLYMD AND NAKAMOTO, THE TRANSACTIONS, THE RISKS RELATED THERETO AND RELATED MATTERS. A definitive information statement will be mailed to shareholders of KindlyMD. Investors will be able to obtain free copies of statement, as may be amended from time to time, and other relevant documents filed by KindlyMD with the SEC (when they become available) through the website maintained by the SEC at Copies of documents filed with the SEC by KindlyMD, including the information statement (when available), will be available free of charge from KindlyMD's website at under the 'Investors' tab. Forward-Looking Statements All statements, other than statements of historical fact, included in this release that address activities, events or developments that Kindly MD or Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as 'estimate,' 'project,' 'predict,' 'believe,' 'expect,' 'anticipate,' 'potential,' 'create,' 'intend,' 'could,' 'would,' 'may,' 'plan,' 'will,' 'guidance,' 'look,' 'goal,' 'future,' 'build,' 'focus,' 'continue,' 'strive,' 'allow' or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the proposed merger and related transactions, (collectively, the 'Transactions') the expected closing of the proposed Transactions and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, including the management team and board of directors of the combined company and expected use of proceeds from the Transactions, and any post-closing transactions contemplated between the combined company and BTC Inc (and/or UTXO, LLC through BTC Inc). Information adjusted for the proposed Transactions should not be considered a forecast of future results. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this release. These include the risk that Kindly MD and Nakamoto businesses (which may include the businesses of BTC Inc and/or UTXO in the future, as applicable) will not be integrated successfully and the risk that Kindly MD or the applicable governing bodies of BTC Inc and/or UTXO may not pursue or approve the terms of an acquisition of BTC Inc and/or UTXO; the risk that cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the possibility that shareholders of Kindly MD may not approve the issuance of new shares of Kindly MD common stock in the Transactions or that shareholders of Kindly MD may not approve the Transactions; the risk that a condition to closing of the Transactions may not be satisfied, that either party may terminate the merger agreement, the subscription agreements of the convertible debt purchase agreement or that the closing of the Transactions might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transactions; the parties do not receive regulatory approval of the Transactions; the occurrence of any other event, change, or other circumstances that could give rise to the termination of the merger agreement relating to the Transactions; the risk that changes in Kindly MD's capital structure and governance could have adverse effects on the market value of its securities; the ability of Kindly MD and Nakamoto to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on Kindly MD and Nakamoto's operating results and business generally; the risk the Transactions could distract management from ongoing business operations or cause Kindly MD and/or Nakamoto to incur substantial costs; the risk that Kindly MD may be unable to reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations or enforcement practices; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Kindly MD's and Nakamoto's control, including those detailed in Kindly MD's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Kindly MD filed, or to be filed, with the SEC that are or will be available on Kindly MD's website at and on the website of the SEC at All forward-looking statements are based on assumptions that Kindly MD and Nakamoto believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither Kindly MD or Nakamoto undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.


Business Wire
21-07-2025
- Business
- Business Wire
Blockstream Launches Swiss HQ with Elysium Lab Acquisition, Cementing Leadership in European Bitcoin Infrastructure
LUGANO, Switzerland--(BUSINESS WIRE)--Blockstream, the global leader in Bitcoin-powered financial infrastructure, today announced the acquisition of Lugano-based digital asset company, Elysium Lab. The deal will mark the official launch of Blockstream CH SAGL, Blockstream's new European headquarters and incubator entity. Blockstream acquires Swiss digital asset firm Elysium Lab, establishing a European HQ in Lugano to expand Bitcoin infrastructure and deepen R&D across the region. This move deepens Blockstream's long-term commitment to Switzerland's vibrant fintech landscape and positions the country as a core pillar of Bitcoin infrastructure development in Europe. ' Bringing Elysium Lab into Blockstream strengthens our Swiss presence and amplifies our commitment to nurturing innovation across Europe, ' said Dr. Adam Back, CEO and co-founder of Blockstream. ' This acquisition reinforces our strategic expansion in the region and underscores our role as an ecosystem builder. ' Strengthening Blockstream's European Presence The acquisition builds on Blockstream's November 2024 launch of its Lugano Research Center and marks a new phase in the company's international growth strategy. As part of this strategy, Blockstream CH SAGL will serve as the operational hub for European initiatives, working in close collaboration with the Lugano Research Center and Blockstream's Turin-based R&D team. Together, these locations form a cross-border innovation network focused on advancing Bitcoin-native product development, ecosystem engagement and regional R&D. To further support ecosystem growth, Blockstream is offering incentives for startups and developers relocating to Lugano, including CHF 100,000 monetary grants, to build on Blockstream-developed technology, including the Liquid Network. First announced at the 2024 Plan ₿ Forum, these incentives reflect the company's commitment to making Switzerland a global epicenter for Bitcoin innovation. ' Acquiring Elysium gives us immediate access to talent, technology, and a fully operational presence in Switzerland, one of the world's leading financial centers, ' said Monette Stephens, VP Corporate Development. 'This strengthens our position to serve institutional clients and scale our Bitcoin infrastructure offerings across key markets. ' Elysium Lab brings a skilled team of professionals who will join Blockstream and contribute to Blockstream's broader mission of advancing Bitcoin infrastructure and financial innovation across the region. Founded in 2022 by Aron Clementi (CEO) and Gianmarco Guazzo (CTO), Elysium Lab quickly became a recognized player in Switzerland's Bitcoin landscape. ' Joining Blockstream allows us to contribute to a broader vision of Bitcoin-native infrastructure worldwide, alongside one of the industry's most respected names. As a Swiss founder, I'm proud to help carry forward our country's long-standing tradition of financial innovation,' said Aron Clementi, Co-Founder and CEO of Elysium Lab. ' We built Elysium to bring Bitcoin to the masses,' added Gianmarco Guazzo, Co-Founder and CTO. 'Becoming part of Blockstream lets us take that work further, and on a much larger scale with a team whose technical leadership and mission closely align with our own. ' As a result of the transaction, Blockstream has also acquired patents and intellectual property assets held by Elysium Lab. This strengthens Blockstream's position as a long-term ecosystem steward and signals its continued investment in Bitcoin-native research and innovation rooted in Europe. About Blockstream Founded in 2014, Blockstream is a global leader in Bitcoin and blockchain infrastructure, with offices and team members distributed around the world. Serving as the technology provider for the Liquid Network, Blockstream offers a sidechain solution that enables secure, trustless Bitcoin swap settlements and robust smart contracts, empowering financial institutions to tokenize assets efficiently. The company's Core Lightning is a leading implementation of the open Lightning Network protocol, widely adopted for enterprise Bitcoin Lightning Network deployments. Blockstream Jade, an open-source hardware wallet, delivers advanced security for Bitcoin and Liquid assets in an easy-to-use form factor. For consumers, the Blockstream App is a highly secure and user-friendly Bitcoin wallet. About Elysium Lab Elysium Lab is a Swiss digital asset company founded by Aron Clementi and Gianmarco Guazzo, two entrepreneurs at the forefront of Bitcoin usability and keyless authentication. Based in Lugano, the company is part of the Lugano Plan ₿ initiative and USI Startup Centre, reflecting Switzerland's growing leadership in Bitcoin infrastructure.
Yahoo
18-07-2025
- Business
- Yahoo
Bitcoin DeFi Has Ballooned 20x Since Start of 2024 as Builders Bet on Yield
Bitcoin DeFi is no longer a fringe experiment. A new report by Arch Network, shared with CoinDesk, shows that the total value locked (TVL) in Bitcoin-native protocols has surged from $307 million in January 2024 to $6.36 billion by mid-2025 — a 20-fold increase driven by lending apps, stablecoins, and institutional inflows. The data, gathered from 125 developers, investors, and users across Asia and Africa, paints a picture of a shifting narrative away from 'digital gold' and toward programmable, yield-bearing bitcoin (BTC). Lending and borrowing protocols are the most frequently cited usage protocols, mentioned by 59% of the respondents. Bitcoin-backed stablecoins followed (41%), then DEXs (32%) and real-world assets like tokenized real estate (29%). These aren't speculative side bets — they're early signs of product-market fit, especially for users who want access to liquidity without selling BTC. But trust issues remain. 36% still keep their Bitcoin in cold storage, citing a lack of confidence in current DeFi platforms. Another 25% avoid Bitcoin DeFi due to high perceived risk, while 60% of all respondents flagged smart contract exploits as the top security concern. 'Bitcoin's true potential lies beyond being a passive store of value,' Arch CEO Matt Mudano wrote in the report. 'Unlocking its liquidity is the next frontier.' Developers are split between optimism and frustration. 44% said they build on Bitcoin because of its unmatched security and decentralization, while 43% also cited limited smart contract functionality as their biggest pain point. Tooling, composability, and documentation were also cited as major hurdles. As a result, many Bitcoin DeFi builders are multichain, with 63% also building on Ethereum, 47% on Solana, and 44% on Base. Nevertheless, nearly half say they plan to become Bitcoin-native in the long term — particularly as new infrastructure, such as ArchVM, a Bitcoin-based virtual machine, promises native smart contracts without the need for bridges, wrapped assets, or trust assumptions. What's needed to scale Bitcoin DeFi? Respondents say better dev tooling (45%), wider Layer 2 adoption (43%), and deeper liquidity. Security is non-negotiable, and most developers say they won't build unless onchain assets are fully auditable and bridges are hardened. Despite the challenges, investors are watching closely. 'If even a fraction of Bitcoin's $2 trillion market cap gets productive,' said DPI Capital's Shahan Khoshafian, 'the upside is massive.' For now, Bitcoin DeFi is where Ethereum was in 2019 — niche, raw, and full of potential. However, if these builders prevail, BTC won't just be held. It'll be used. Sign in to access your portfolio