Latest news with #PIPE
Yahoo
a day ago
- Business
- Yahoo
SRM Entertainment Announces Closing of $5 Million Private Placement
Winter Park, Florida, May 27, 2025 (GLOBE NEWSWIRE) -- SRM Entertainment, Inc. (Nasdaq: SRM) ('SRM' or the 'Company'), a leading provider of creative and high-quality licensed media-themed merchandise, announces today the closing of its previously announced private investment in public equity ('PIPE') financing with an institutional investor for gross proceeds to the Company of $5,000,000, before deducting placement agent fees and offering expenses. Pursuant to the terms of the securities purchase agreement, the Company sold an aggregate of 5,000 shares of its Series A Convertible Preferred Stock, convertible into an aggregate of 8,928,571 shares of common stock at a conversion price of $0.56 per share (not at $0.50 per share as previously reported), and warrants, each having the right to purchase one share of common stock, to acquire up to an aggregate of 8,928,571 shares of common stock, subject to beneficial ownership limitations. The purchase price for one unit (consisting of one share of Series A Convertible Preferred Stock convertible into approximately 1,785 shares and the same number of warrants) was $1,000. The warrants issued at the closing of the offering are exercisable immediately at an exercise price of $0.65 per share and will expire two years from the date of issuance. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital. Dominari Securities LLC acted as the sole placement agent for the PIPE financing. The securities being offered and sold by the Company in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares issuable upon the conversion of the Series A Preferred Stock and the shares issuable upon exercise of the unregistered warrants. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About SRM Entertainment, Inc. SRM Entertainment designs, develops, and manufactures custom merchandise which includes toys and souvenirs for the world's largest theme parks and other entertainment venues. Many of SRM's creative products are based on award winning multi-billion-dollar entertainment franchises that are featured in popular movies and books. SRM products are distributed worldwide at Walt Disney Parks and Resorts, Universal Parks and Destinations, United Parks and Resorts – SeaWorld, Six Flags and other attractions. SRM's products are offered alongside popular rides and attractions in theme parks, zoos, aquariums, and other entertainment venues. SRM's design team developed specialty dolls, plush and toys for one of New York City's landmarks that features a popular holiday show. SRM's design team is credited with creating popular products which have been successfully sold at specialty theme park events. SRM's exclusive-patented Sip With Me cups feature fun, kid friendly Zoo, Sea and animal themed characters as well as licensed characters from Smurfs, ICEE and Zoonicorn. Caution Regarding Forward-Looking Statements Certain statements in this announcement are forward-looking statements. Investors can identify these forward-looking statements by words or phrases such as 'may,' 'will,' 'expect,' 'anticipate,' 'aim,' 'estimate,' 'intend,' 'plan,' 'believe,' 'is/are likely to,' 'potential,' 'continue' or other similar expressions. These statements are subject to uncertainties and risks including, but not limited to, the risk factors discussed in the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our Forms 10-K, 10-Q and other reports filed with the SEC and available at Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the SEC. Additional factors are discussed in the Company's filings with the SEC, which are available for review at The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law. Media and Investor Relations Info@ in to access your portfolio
Yahoo
13-05-2025
- Business
- Yahoo
Tamboran Announces US$55.4 Million PIPE of Common Stock to Fund Ongoing Drilling Activities to Reach Plateau Production From the Proposed SS Pilot Project
Highlights Tamboran Resource Corporation has entered into subscription agreements to issue approximately 3.1 million shares of Common Stock in a Private Investment in Public Equity (PIPE) to institutional investors at a price of US$17.74 per share, representing a 15% discount to the closing price on May 12, 2025. Tamboran expects to receive gross proceeds of approximately US$55.4 million, before deducting placement agent fees and other offering expenses. The initial US$44.4 million of the PIPE is expected to close on Friday May 16, 2025, subject to the satisfaction of customary closing conditions. The closing of the remaining US$11.0 million is subject to approval by Tamboran's shareholders and the satisfaction of other customary closing conditions. Following the completion of the PIPE, Tamboran expects to be fully funded to drill and complete the remaining three wells required to deliver first gas under the proposed ~40 MMcf/d (~19 MMcf/d net Tamboran) Shenandoah South (SS) Pilot Project. First gas is planned for mid-2026, subject to weather and customary regulatory approvals. Flow testing of the SS-2H sidetrack (SS-2H ST1) well has commenced after a longer "soaking" period following analysis of wells across the Beetaloo Bain to date. The IP30 flow test is expected to be announced in June 2025 and testing is planned to continue for a full 90-days. Having secured funding, Tamboran plans to drill three wells commencing in mid-2025 to supply gas to the proposed SS Pilot Project. Following the drilling, Tamboran will stimulate four wells (the SS-3H well and the three wells drilled in 2025) under a single campaign to maximize cost and operational efficiencies planned for late 2025/1H 2026, subject to JV approval. One well is planned to be flow tested following the stimulation campaign, with the remaining wells being cased and "soaked" ahead of production in mid-2026. NEW YORK, May 13, 2025--(BUSINESS WIRE)--Tamboran Resources Corporation (NYSE: TBN, ASX: TBN): Tamboran Resources Corporation Chief Executive Officer, Joel Riddle, said: "The additional capital, raised through the PIPE and the asset sale to Daly Waters allows us to be fully funded to drill and complete the three remaining wells that are expected to support production of appraisal gas reaching ~40 MMcf/d at our proposed Shenandoah South Pilot Project in mid-2026. The three well drilling program is planned to commence in mid-2025 and will allow continuous operations until the end of 2025 to support cost efficiency. "The SS-2H ST1 well, which has been soaking since mid-March, 2025, has now commenced flow testing. We are on track to announce the IP30 flow result in June 2025. "We thank our shareholders for their support in the PIPE and look forward to a busy 2H 2025 and delivery of first gas from our operations in mid-2026." Private Placement Transaction Tamboran Resource Corporation today announced it has entered into subscription agreements to issue approximately 3.1 million shares of Common Stock in a PIPE to institutional investors. Tamboran expects to receive gross proceeds of approximately US$55.4 million from the PIPE, before deducting placement agent fees and other offering expenses. The PIPE was conducted at a price of US$17.74 per share of Common Stock, representing a 15% discount to the closing price of US$20.87 per share on Monday May 12, 2025. The initial US$44.4 million of the PIPE is expected to close on Friday May 16, 2025, subject to the satisfaction of customary closing conditions. The closing of the remaining US$11.0 million is subject to approval by Tamboran's shareholders and the satisfaction of other customary closing conditions. The transaction was supported by a US$10 million from Formentera Partners, an entity founded by Bryan Sheffield and was well backed by Tamboran's existing shareholders. Use of funds from the PIPE includes: Drilling of the remaining three wells expected to be required for Tamboran's proposed 40 MMcf/d Pilot Project at the Shenandoah South location in the Beetaloo Basin to reach first production, which is planned for mid-2026, subject to weather and standard stakeholder approvals; Funding of the Sturt Plateau Compression Facility until Tamboran and DWE finalize terms with lenders; and General working capital. BofA Securities is acting as sole placement agent to the Company in connection with the PIPE. The shares of Common Stock being issued and sold in the PIPE have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. Tamboran has agreed to file a registration statement to register the resale of the shares of Common Stock being sold in the PIPE. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Operational update Tamboran commenced a "soaking" of the SS-2H ST1 well in March 2025. Soaking is a process whereby once an initial clean-up period is done to dehydrate the fractures as much as possible; the shut-in ("soaking" period) allows the remaining water to imbibe into the rock, increasing the formation's relative permeability to gas. The well was re-opened to commence flow testing in mid-May, 2025 and is planned to be flow tested over a full 90-day period to understand the decline curve of the well. Tamboran plans to update the market at the IP30, 60 and 90 intervals, subject to any weather or unforeseen events. Following the completion of the capital raise, Tamboran expects to be fully funded to drill and complete the remaining three wells to deliver first gas to the proposed ~40 MMcf/d (~19 MMcf/d net Tamboran) SS Pilot Project. First gas production is planned for mid-2026, subject to weather and customary regulatory approvals. This announcement was approved and authorized for release by Joel Riddle, Chief Executive Officer of Tamboran Resources Corporation. About Tamboran Resources Corporation Tamboran Resources Corporation ("Tamboran" or the "Company"), through its subsidiaries, is the largest acreage holder and operator with approximately 1.9 million net prospective acres in the Beetaloo Sub-basin within the Greater McArthur Basin in the Northern Territory of Australia. Tamboran's key assets include a 47.5% operating interest over 40,618 acres in the proposed Pilot Area, a 58.13% operating interest in the proposed Phase 2 development area covering 406,693 acres, a 67.83% operated interest over 219,030 acres in a proposed Retention License 10, a 77.5% operating interest across 1,487,418 acres over ex-EPs 76, 98 and 117, a 100% working interest and operatorship in EP 136 and a 25% non-operated working interest in EP 161, which are all located in the Beetaloo Basin The Company has also secured ~420 acres (170 hectares) of land at the Middle Arm Sustainable Development Precinct in Darwin, the location of Tamboran's proposed NTLNG project. Pre-FEED activities are being undertaken by Bechtel Corporation. Disclaimer Tamboran makes no representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward-looking statement or any outcomes expressed or implied in any forward-looking statement. The forward-looking statements in this report reflect expectations held at the date of this document. Except as required by applicable law or the ASX Listing Rules, Tamboran disclaims any obligation or undertaking to publicly update any forward-looking statements, or discussion of future financial prospects, whether as a result of new information or of future events. The information contained in this announcement does not take into account the investment objectives, financial situation or particular needs of any recipient and is not financial product advice. Before making an investment decision, recipients of this announcement should consider their own needs and situation and, if necessary, seek independent professional advice. To the maximum extent permitted by law, Tamboran and its officers, employees, agents and advisers give no warranty, representation or guarantee as to the accuracy, completeness or reliability of the information contained in this presentation. Further, none of Tamboran nor its officers, employees, agents or advisers accept, to the extent permitted by law, responsibility for any loss, claim, damages, costs or expenses arising out of, or in connection with, the information contained in this announcement. Note on Forward-Looking Statements This press release contains "forward-looking" statements related to the Company within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements reflect the Company's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," "commence," "complete," and the negatives of these words and other similar expressions generally identify forward-looking statements. It is possible that the Company's future financial performance may differ from expectations due to a variety of factors, including but not limited to: our early stage of development with no material revenue expected until 2026 and our limited operating history; the substantial additional capital required for our business plan, which we may be unable to raise on acceptable terms; our strategy to deliver natural gas to the Australian East Coast and select Asian markets being contingent upon constructing additional pipeline capacity, which may not be secured; the absence of proved reserves and the risk that our drilling may not yield natural gas in commercial quantities or quality; the speculative nature of drilling activities, which involve significant costs and may not result in discoveries or additions to our future production or reserves; the challenges associated with importing U.S. practices and technology to the Northern Territory, which could affect our operations and growth due to limited local experience; the critical need for timely access to appropriate equipment and infrastructure, which may impact our market access and business plan execution; the operational complexities and inherent risks of drilling, completions, workover, and hydraulic fracturing operations that could adversely affect our business; the volatility of natural gas prices and its potential adverse effect on our financial condition and operations; the risks of construction delays, cost overruns, and negative effects on our financial and operational performance associated with midstream projects; the potential fundamental impact on our business if our assessments of the Beetaloo are materially inaccurate; the concentration of all our assets and operations in the Beetaloo, making us susceptible to region-specific risks; the substantial doubt raised by our recurring operational losses, negative cash flows, and cumulative net losses about our ability to continue as a going concern; complex laws and regulations that could affect our operational costs and feasibility or lead to significant liabilities; community opposition that could result in costly delays and impede our ability to obtain necessary government approvals; exploration and development activities in the Beetaloo that may lead to legal disputes, operational disruptions, and reputational damage due to native title and heritage issues; the requirement to produce natural gas on a Scope 1 net zero basis upon commencement of commercial production, with internal goals for operational net zero, which may increase our production costs; the increased attention to ESG matters and environmental conservation measures that could adversely impact our business operations; risks related to our corporate structure; risks related to our common stock and CDIs; the ability of the Company to satisfy the conditions to consummate the PIPE; and the other risk factors discussed in the this report and the Company's filings with the Securities and Exchange Commission. It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company's results of operations and financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking statements contained in this document. View source version on Contacts Investor enquiries: Chris Morbey, Vice President – Corporate Development and Investor Relations+61 2 8330 6626Investors@ Media enquiries: +61 2 8330 6626Media@
Business Wire
13-05-2025
- Business
- Business Wire
Tamboran Announces US$55.4 Million PIPE of Common Stock to Fund Ongoing Drilling Activities to Reach Plateau Production From the Proposed SS Pilot Project
NEW YORK--(BUSINESS WIRE)-- Tamboran Resources Corporation (NYSE: TBN, ASX: TBN): Tamboran announces US$55.4 million PIPE of Common Stock to fund ongoing drilling activities to reach plateau production from the proposed SS Pilot Project Share Tamboran Resources Corporation Chief Executive Officer, Joel Riddle, said: 'The additional capital, raised through the PIPE and the asset sale to Daly Waters allows us to be fully funded to drill and complete the three remaining wells that are expected to support production of appraisal gas reaching ~40 MMcf/d at our proposed Shenandoah South Pilot Project in mid-2026. The three well drilling program is planned to commence in mid-2025 and will allow continuous operations until the end of 2025 to support cost efficiency. 'The SS-2H ST1 well, which has been soaking since mid-March, 2025, has now commenced flow testing. We are on track to announce the IP30 flow result in June 2025. 'We thank our shareholders for their support in the PIPE and look forward to a busy 2H 2025 and delivery of first gas from our operations in mid-2026.' Private Placement Transaction Tamboran Resource Corporation today announced it has entered into subscription agreements to issue approximately 3.1 million shares of Common Stock in a PIPE to institutional investors. Tamboran expects to receive gross proceeds of approximately US$55.4 million from the PIPE, before deducting placement agent fees and other offering expenses. The PIPE was conducted at a price of US$17.74 per share of Common Stock, representing a 15% discount to the closing price of US$20.87 per share on Monday May 12, 2025. The initial US$44.4 million of the PIPE is expected to close on Friday May 16, 2025, subject to the satisfaction of customary closing conditions. The closing of the remaining US$11.0 million is subject to approval by Tamboran's shareholders and the satisfaction of other customary closing conditions. The transaction was supported by a US$10 million from Formentera Partners, an entity founded by Bryan Sheffield and was well backed by Tamboran's existing shareholders. Use of funds from the PIPE includes: Drilling of the remaining three wells expected to be required for Tamboran's proposed 40 MMcf/d Pilot Project at the Shenandoah South location in the Beetaloo Basin to reach first production, which is planned for mid-2026, subject to weather and standard stakeholder approvals; Funding of the Sturt Plateau Compression Facility until Tamboran and DWE finalize terms with lenders; and General working capital. BofA Securities is acting as sole placement agent to the Company in connection with the PIPE. The shares of Common Stock being issued and sold in the PIPE have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. Tamboran has agreed to file a registration statement to register the resale of the shares of Common Stock being sold in the PIPE. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Operational update Tamboran commenced a 'soaking' of the SS-2H ST1 well in March 2025. Soaking is a process whereby once an initial clean-up period is done to dehydrate the fractures as much as possible; the shut-in ('soaking' period) allows the remaining water to imbibe into the rock, increasing the formation's relative permeability to gas. The well was re-opened to commence flow testing in mid-May, 2025 and is planned to be flow tested over a full 90-day period to understand the decline curve of the well. Tamboran plans to update the market at the IP30, 60 and 90 intervals, subject to any weather or unforeseen events. Following the completion of the capital raise, Tamboran expects to be fully funded to drill and complete the remaining three wells to deliver first gas to the proposed ~40 MMcf/d (~19 MMcf/d net Tamboran) SS Pilot Project. First gas production is planned for mid-2026, subject to weather and customary regulatory approvals. This announcement was approved and authorized for release by Joel Riddle, Chief Executive Officer of Tamboran Resources Corporation. About Tamboran Resources Corporation Tamboran Resources Corporation ('Tamboran' or the 'Company'), through its subsidiaries, is the largest acreage holder and operator with approximately 1.9 million net prospective acres in the Beetaloo Sub-basin within the Greater McArthur Basin in the Northern Territory of Australia. Tamboran's key assets include a 47.5% operating interest over 40,618 acres in the proposed Pilot Area, a 58.13% operating interest in the proposed Phase 2 development area covering 406,693 acres, a 67.83% operated interest over 219,030 acres in a proposed Retention License 10, a 77.5% operating interest across 1,487,418 acres over ex-EPs 76, 98 and 117, a 100% working interest and operatorship in EP 136 and a 25% non-operated working interest in EP 161, which are all located in the Beetaloo Basin The Company has also secured ~420 acres (170 hectares) of land at the Middle Arm Sustainable Development Precinct in Darwin, the location of Tamboran's proposed NTLNG project. Pre-FEED activities are being undertaken by Bechtel Corporation. Disclaimer Tamboran makes no representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward-looking statement or any outcomes expressed or implied in any forward-looking statement. The forward-looking statements in this report reflect expectations held at the date of this document. Except as required by applicable law or the ASX Listing Rules, Tamboran disclaims any obligation or undertaking to publicly update any forward-looking statements, or discussion of future financial prospects, whether as a result of new information or of future events. The information contained in this announcement does not take into account the investment objectives, financial situation or particular needs of any recipient and is not financial product advice. Before making an investment decision, recipients of this announcement should consider their own needs and situation and, if necessary, seek independent professional advice. To the maximum extent permitted by law, Tamboran and its officers, employees, agents and advisers give no warranty, representation or guarantee as to the accuracy, completeness or reliability of the information contained in this presentation. Further, none of Tamboran nor its officers, employees, agents or advisers accept, to the extent permitted by law, responsibility for any loss, claim, damages, costs or expenses arising out of, or in connection with, the information contained in this announcement. Note on Forward-Looking Statements This press release contains 'forward-looking' statements related to the Company within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the 'Exchange Act') and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements reflect the Company's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words 'believe,' 'expect,' 'anticipate,' 'will,' 'could,' 'would,' 'should,' 'may,' 'plan,' 'estimate,' 'intend,' 'predict,' 'potential,' 'continue,' 'commence,' 'complete,' and the negatives of these words and other similar expressions generally identify forward-looking statements. It is possible that the Company's future financial performance may differ from expectations due to a variety of factors, including but not limited to: our early stage of development with no material revenue expected until 2026 and our limited operating history; the substantial additional capital required for our business plan, which we may be unable to raise on acceptable terms; our strategy to deliver natural gas to the Australian East Coast and select Asian markets being contingent upon constructing additional pipeline capacity, which may not be secured; the absence of proved reserves and the risk that our drilling may not yield natural gas in commercial quantities or quality; the speculative nature of drilling activities, which involve significant costs and may not result in discoveries or additions to our future production or reserves; the challenges associated with importing U.S. practices and technology to the Northern Territory, which could affect our operations and growth due to limited local experience; the critical need for timely access to appropriate equipment and infrastructure, which may impact our market access and business plan execution; the operational complexities and inherent risks of drilling, completions, workover, and hydraulic fracturing operations that could adversely affect our business; the volatility of natural gas prices and its potential adverse effect on our financial condition and operations; the risks of construction delays, cost overruns, and negative effects on our financial and operational performance associated with midstream projects; the potential fundamental impact on our business if our assessments of the Beetaloo are materially inaccurate; the concentration of all our assets and operations in the Beetaloo, making us susceptible to region-specific risks; the substantial doubt raised by our recurring operational losses, negative cash flows, and cumulative net losses about our ability to continue as a going concern; complex laws and regulations that could affect our operational costs and feasibility or lead to significant liabilities; community opposition that could result in costly delays and impede our ability to obtain necessary government approvals; exploration and development activities in the Beetaloo that may lead to legal disputes, operational disruptions, and reputational damage due to native title and heritage issues; the requirement to produce natural gas on a Scope 1 net zero basis upon commencement of commercial production, with internal goals for operational net zero, which may increase our production costs; the increased attention to ESG matters and environmental conservation measures that could adversely impact our business operations; risks related to our corporate structure; risks related to our common stock and CDIs; the ability of the Company to satisfy the conditions to consummate the PIPE; and the other risk factors discussed in the this report and the Company's filings with the Securities and Exchange Commission. It is not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company's results of operations and financial condition, the Company does not assume any obligation to update or supplement any particular forward-looking statements contained in this document.
Yahoo
13-05-2025
- Business
- Yahoo
David Bailey's Nakamoto Holdings Going Public Via Merger With KindlyMD; Shares Soar 650%
KindlyMD Inc. (KDLY), an integrated healthcare services provider, has agreed to merge with Nakamoto Holdings, a bitcoin-native holding firm founded by David Bailey, to form a publicly traded BTC treasury vehicle, the company said in a press release Monday. The combined entity has secured a total of $710 million in financing, $510 million via PIPE, priced at $1.12 per share and consisting of common stock and warrants in KindlyMD, and $200 million in convertible notes, making it the largest capital raise to launch a bitcoin treasury to date. Nakamoto's/Bailey's strategy centers on accumulating bitcoin and growing per-share BTC holdings through equity, debt, and structured offerings, the release said. Bitcoin treasury vehicles are becoming increasingly popular as crypto enters the financial mainstream. Strive Asset Management said last week that it was merging with NASDAQ-listed Asset Entities (ASST) to become a publicly traded bitcoin treasury company. The Nakamoto PIPE attracted over 200 global investors, including VanEck, ParaFi, Arrington Capital, and crypto figures like Adam Back and Balaji Srinivasan, the company said. KindlyMD will continue its healthcare operations under CEO Tim Pickett, while bitcoin treasury functions shift under Nakamoto's leadership. The merger is subject to shareholder approval and regulatory clearance, with a new name and ticker to follow. KDLY shares are soaring in premarket action, ahead 650% to $29 versus Friday's close of $ Parts of this article were generated with the assistance from AI tools and reviewed by our editorial team to ensure accuracy and adherence to our standards. For more information, see CoinDesk's full AI Policy.
Business Wire
23-04-2025
- Business
- Business Wire
Tether, SoftBank Group, and Jack Mallers Launch Twenty One, a Bitcoin-native Company, Through a Business Combination With Cantor Equity Partners
AUSTIN, Texas--(BUSINESS WIRE)--Twenty One Capital, Inc. ('Twenty One' or 'the Company'), a newly formed entity, today announced it has entered into a definitive agreement for a business combination with Cantor Equity Partners, Inc. ('CEP') (Nasdaq: CEP) (the 'Business Combination'), a special-purpose acquisition company (SPAC) sponsored by an affiliate of Cantor Fitzgerald, a leading global financial services and real estate services holding company. At the closing of the Business Combination, Twenty One will be majority-owned by Tether, co-founder of Twenty One and the world's largest stablecoin issuer, and Bitfinex, with significant minority ownership by SoftBank Group Corp. ('SoftBank Group'), one of the world's leading investment holding companies. Twenty One and CEP have also entered into subscription agreements with investors to raise, at closing, $585 million of total additional capital consisting of (i) $385 million through convertible senior secured notes and (ii) $200 million through a common equity PIPE financing (the 'PIPE Offerings', and together with the Business Combination, the 'Proposed Transactions'). The net proceeds from the PIPE Offerings, which will close contemporaneously with the Business Combination, will be used to purchase additional Bitcoin and for general corporate purposes. Twenty One expects to launch with more than 42,000 Bitcoin, which would make it the third-largest Bitcoin treasury in the world as of today. A New Era: Measuring Success in Bitcoin Twenty One is built to accumulate Bitcoin and grow ownership per share, not just track it. As part of its launch, Twenty One will introduce two key performance metrics, to reflect its Bitcoin-denominated capital structure and Bitcoin-focused mindset. Bitcoin Per Share (BPS): Amount of Bitcoin each fully-diluted share represents, reflecting shareholder ownership in Bitcoin rather than fiat earnings per share Bitcoin Return Rate (BRR): Rate at which BPS grows over time, denominating the company's performance in Bitcoin Led by Seasoned Founder with Deep Bitcoin Expertise Twenty One will be led by Co-Founder and CEO Jack Mallers, who has been instrumental in furthering Bitcoin's adoption by institutions, corporations, and governments worldwide, and will continue with his existing roles and responsibilities. As the Founder and CEO of Strike, he has built one of the world's leading digital payment providers on Bitcoin's Lightning Network, pioneering Bitcoin brokerage infrastructure and Bitcoin's integration into corporate balance sheets. 'Markets need reliable money to measure value and allocate capital efficiently," said Jack Mallers, Co-Founder and CEO of Twenty One. 'We believe that Bitcoin is the answer, and Twenty One is how we bring that answer to public markets. Our mission is simple: to become the most successful company in Bitcoin, the most valuable financial opportunity of our time. We're not here to beat the market, we're here to build a new one. A public stock, built by Bitcoiners, for Bitcoiners." 'Bitcoin is one of the only truly decentralized, immutable, and censorship-resistant asset, and its role as the foundation of a new financial system is inevitable,' said Paolo Ardoino, CEO of Tether. 'With Jack at the helm, we are proud to support this effort to further Bitcoin's adoption and reinforce its role as the ultimate store of value. At Tether, we have always believed in supporting initiatives that strengthen Bitcoin's dominance and real-world utility. Twenty One will take a Bitcoin-first approach that aligns with our vision—prioritizing accumulation over speculation and building long-term value for those who understand what Bitcoin represents.' Pioneering Bitcoin-native Financial Solutions Twenty One is structured to be a day one Bitcoin-native company that will strategically allocate capital to increase Bitcoin per share. Twenty One intends to develop a corporate architecture capable of supporting financial products built with and on Bitcoin. This includes native lending models, capital market instruments, and future innovations that will replace legacy financial tools with Bitcoin-aligned alternatives. As a pro-Bitcoin advocate, Twenty One plans to produce original Bitcoin-focused content and media. This pure-play approach will offer investors access to a public company that combines Bitcoin exposure with an operating business building Bitcoin-native products and services. 'Cantor's relationships with innovative partners are key to unlocking unique opportunities, and we are proud of our role in this extraordinary collaboration between Tether, a foundation for today's digital asset ecosystem, and SoftBank, one of the world's preeminent investors,' said Brandon Lutnick, Chairman & CEO of Cantor Equity Partners, Inc. and Chairman of Cantor Fitzgerald, L.P. 'With a visionary leader at the helm and backing from two renowned industry leaders, Twenty One is designed to help investors capture value from Bitcoin's growing global demand and increasing institutional adoption.' Terms of the Transaction Shares of Cantor Equity Partners will continue to trade on Nasdaq under the symbol 'CEP' until the closing of the Transaction. Twenty One will seek to trade after closing under the ticker symbol 'XXI.' The Board of Directors of each of Twenty One and CEP has unanimously approved the transaction. The transaction will require the approval of the shareholders of CEP and is subject to customary closing conditions. The transaction values Twenty One at a pro-forma enterprise value of $3.6 billion, based on a Bitcoin spot price of $84,863.57 (a 10-day average CME CF BRRNY price) as of April 21, 2025. The transaction is expected to provide approximately $540 million in proceeds to Twenty One, including from a fully committed convertible senior secured notes PIPE of $385 million, convertible at $13.00 per share, a fully committed common equity PIPE of $200 million at $10.00 per share, and $100 million of cash held in the trust account of CEP, assuming no redemptions and prior to accounting for transaction expenses and interest accrued on the CEP trust account. Up to an additional $100 million of convertible senior secured notes may be purchased, at the investors' option (the 'Convertible Notes Option'), within 30 days of the date hereof, which may generate additional proceeds. Tether has also agreed to purchase Bitcoin in an amount equal to the aggregate amount of the convertible senior secured notes and equity PIPE offerings, less transaction expenses and certain other amounts, within 10 business days of the date hereof, plus additional Bitcoin to the extent investors elect to exercise their Convertible Notes Option. This Bitcoin will then be purchased by Twenty One upon closing using the proceeds of the PIPE offerings at a purchase price equal to the amount paid by Tether for such Bitcoin. Additional information about the Business Combination and the PIPE Offerings, including a copy of the business combination agreement (the 'Business Combination Agreement') and investor presentations, will be available in a Current Report on Form 8-K to be filed by CEP with the U.S. Securities and Exchange Commission (the 'SEC') and at Advisors Cantor Fitzgerald & Co. is acting as financial and capital markets advisor to CEP. Ellenoff Grossman & Schole LLP is acting as legal advisor to CEP. Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal advisor to Twenty One and Tether. Sullivan & Cromwell LLP is acting as legal advisor to SoftBank Group. Cantor Fitzgerald & Co. served as placement agent for the convertible senior secured note and common equity PIPE financings. About Twenty One At closing, Twenty One will become the first Bitcoin-native public company, built to maximize Bitcoin ownership per share. Twenty One aims to be the most effective public vehicle for Bitcoin accumulation and monetization, with a mission to accelerate Bitcoin adoption and Bitcoin literacy, and a pursuit of strategies to develop a range of Bitcoin-related financial and advisory services. About Tether and USD₮ 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. About SoftBank Group The SoftBank Group invests in breakthrough technology to improve the quality of life for people around the world. The SoftBank Group is comprised of SoftBank Group Corp. (TOKYO: 9984), an investment holding company that includes stakes in AI, smart robotics, IoT, telecommunications, internet services, and clean energy technology providers, as well as a majority stake in Arm, which is building the future of computing; and the SoftBank Vision Funds, which are investing to help transform industries and shape new ones. About Cantor Equity Partners, Inc. Cantor Equity Partners (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. Additional Information and Where to Find It Twenty One and CEP intend to file with the Securities and Exchange Commission (the 'SEC') a Registration Statement on Form S-4 (as may be amended, the 'Registration Statement'), which will include a preliminary proxy statement of CEP and a prospectus (the 'Proxy Statement/Prospectus') in connection with 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 Proposed Transactions 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 or the PIPE Offerings. 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 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 and the Class A ordinary shares to be issued in the PIPE Offerings have not been registered under the Securities Act of 1933 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 of 1933. Participants in the Solicitation CEP, Twenty One 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 Twenty One's directors and executive officers, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by Twenty One and CEP with the SEC. Investors and security holders may obtain free copies of these documents as described above. No Offer or Solicitation This press release and the information contained herein 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 potential 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 or Twenty One, 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 Twenty One and CEP, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Twenty One, CEP and the Proposed Transactions and statements regarding the anticipated benefits and timing of the completion of the Proposed Transactions, the assets held by Twenty One, the price and volatility of Bitcoin, Bitcoin's growing prominence as a digital asset and as the foundation of a new financial system, Twenty One's listing on any securities exchange, the macro and political conditions surrounding Bitcoin, the planned business strategy including Twenty One's ability to develop a corporate architecture capable of supporting financial products built with and on Bitcoin including native lending models, capital market instruments, and future innovations that will replace legacy financial tools with Bitcoin-aligned alternatives, plans and use of proceeds, objectives of management for future operations of Twenty One, the upside potential and opportunity for investors, Twenty One's plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the Proposed Transactions, the satisfaction of closing conditions to the Proposed Transactions and the level of redemptions of CEP's public shareholders, and Twenty One's expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. 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 Proposed Transactions, including the approval of CEP's shareholders, or either 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 Class A ordinary shares of CEP or the shares of Class A common stock of Twenty One; the lack of a third-party fairness opinion in determining whether or not to pursue the Proposed Transactions; 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 our business plan including Bitcoin-related financial and advisory services, due to operational challenges, significant competition and regulation; being considered to be a 'shell company' by any stock exchange on which Twenty One's Class A common stock will be listed or by the SEC, which may impact our ability to list Twenty One's Class A common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against Twenty One, CEP or others following announcement of the Proposed Transactions, and those risk factors discussed in documents that Twenty One and/or CEP 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 CEP and the Proxy Statement/Prospectus contained therein, and other documents filed by CEP 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 nor Twenty One presently know or that CEP and Twenty One 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 and Twenty One assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither CEP nor Twenty One gives any assurance that either CEP or Twenty One will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by the Twenty One or CEP or any other person that the events or circumstances described in such statement are material.
