SEC filing shows Tether bought 4,812.2 BTC for Twenty One Capital
Cantor Equity Partners, Inc. disclosed in a new filing with the U.S. Securities and Exchange Commission that Tether purchased 4,812.2 Bitcoin for $458.7 million on behalf of Jack Mallers’ recently launched Bitcoin treasury company, Twenty One Capital. The company is ultimately expected to go public under the ticker $XXI, making this purchase a major early step in building its balance sheet around BTC.
The filing states that, pursuant to the Business Combination Agreement, Tether agreed to purchase an amount of Bitcoin equal to an aggregate purchase price of $458,700,000 within 10 business days. The disclosure also references the Convertible Notes PIPE, entered into on April 22, 2025 by Pubco and the Company with certain investors, with a $52,000,000 holdback amount deducted.
Rather than immediately transferring the Bitcoin into the final public company structure, the transaction is set up so that Tether first acquires and holds the BTC in a digital wallet. This means the coins have already been purchased, while the broader merger and financing mechanics continue moving toward closing.
Tether is temporarily holding the BTC before closing transfers it to Pubco
The filing makes clear that the purchased Bitcoin is currently being held in a digital wallet “held or operated by or on behalf of Tether.” In practical terms, Tether is acting as the initial buyer and temporary holder of the BTC until the rest of the agreed transaction structure is completed.
The SEC document further explains that the Initial PIPE Bitcoin will be sold by Tether to Pubco at the closing of the transactions contemplated by the Business Combination Agreement, once the PIPE investors fund their investments. The stated sale price for that transfer is the same $458,700,000 used for the initial acquisition.
This structure matters because it ties the Bitcoin purchase directly to the company’s capital markets transaction. The BTC is not just being accumulated casually; it is being integrated into a formal financing and merger process designed to support Twenty One Capital’s emergence as a public Bitcoin treasury vehicle.
The article also notes that the wallet holdings can be viewed online. That kind of visibility adds a layer of transparency that market participants increasingly expect, especially from firms presenting themselves as major corporate Bitcoin holders.
Transparency mirrors practices used by ETF issuers and public BTC holders
Public visibility into the wallet is an important part of the story. By allowing anyone to inspect the holdings online, the arrangement gives outside observers a way to verify that the Bitcoin referenced in the filing is actually present on-chain. In a market where proof of reserves and corporate treasury claims are closely watched, this is a meaningful signal.
The article compares this approach to transparency measures used by some spot Bitcoin ETF issuers and by public corporations such as Bitwise and Metaplanet. Those comparisons help position Twenty One Capital within a growing class of Bitcoin-focused financial vehicles that want to combine public market access with visible BTC ownership.
For investors, this type of disclosure can reduce uncertainty. It does not remove execution risk tied to the merger or financing process, but it does make the Bitcoin position itself easier to monitor in real time.
Cantor Equity Partners, trading as CEP, is advancing the merger
Cantor Equity Partners Inc., which is currently trading under the ticker CEP, is already active in the market while it works toward completing its merger with Twenty One Capital. This gives the proposed public structure a market presence even before the full transaction has closed under the future $XXI identity.
The merger path is central to how Twenty One Capital plans to enter public markets. Instead of simply presenting itself as another Bitcoin-related startup, it is being assembled as a dedicated Bitcoin treasury company with a defined acquisition and financing plan behind it.
That distinction is important because the company’s stated purpose is not broad blockchain exposure or diversified crypto operations. Its strategy is overtly centered on Bitcoin accumulation, Bitcoin-denominated shareholder value, and a capital markets structure designed to scale BTC holdings over time.
Jack Mallers says the company wants to raise as much capital as possible to buy Bitcoin
Jack Mallers has been explicit about the firm’s Bitcoin-first strategy. In his words, “We do intend to raise as much capital as we possibly can to acquire Bitcoin…” That statement frames Twenty One Capital less as a conventional operating company and more as an aggressive, purpose-built vehicle for BTC acquisition.
Mallers also said, “We will never have Bitcoin per share negative. At least that is our intent.” The phrase “Bitcoin per share” is especially revealing. It suggests that management wants investors to evaluate the company not only in dollar terms, but also by how much Bitcoin exposure each share effectively represents over time.
He continued: “Our intent is to make sure when you are a shareholder of Twenty One that you are getting wealthier in Bitcoin terms.” That is a highly specific promise of strategic direction: the company wants shareholder wealth to improve when measured against Bitcoin, not merely against fiat benchmarks.
This framing sets Twenty One Capital apart from many public companies that hold BTC as a treasury reserve but still define success primarily through earnings, revenue growth, or conventional equity market metrics.
Twenty One Capital expects to launch with more than 42,000 BTC
At launch, the company is expected to hold more than 42,000 Bitcoin. That would instantly place it among the largest corporate holders of BTC in the world, behind only major players such as Strategy. For a newly launched Bitcoin treasury company, that is a very large starting position.
The scale matters because size can shape market perception. A company entering the public sphere with over 42,000 BTC is not simply testing the thesis of corporate Bitcoin accumulation. It is committing to that thesis at a level that immediately draws comparison with the best-known BTC treasury firms.
This also reinforces why the 4,812.2 BTC purchase through Tether is significant: it is part of a much broader treasury buildout intended to establish Twenty One Capital as a major institutional Bitcoin holder from day one.
Mallers says the firm wants to be the ultimate capital markets vehicle for Bitcoin
In another recent interview, Mallers summarized the company’s mission this way: “We want to be the ultimate vehicle for the capital markets to participate in Bitcoin… building on top of Bitcoin.” That statement captures both sides of the strategy: direct BTC ownership and a broader ambition to create financial market infrastructure centered on Bitcoin.
He added, “So we are a Bitcoin business at our core. It’s our founding, it’s in our name, it’s on our board, it’s at our leadership.” This language makes it clear that Bitcoin is not being treated as a side allocation or a treasury hedge. It is the organizing principle of the company itself.
Taken together, the SEC filing, the $458.7 million BTC purchase, the public wallet transparency, the CEP merger path, and the projected launch treasury of more than 42,000 BTC all point to the same conclusion: Twenty One Capital is being built as a highly focused public-market Bitcoin accumulation vehicle under Jack Mallers’ leadership, with Tether playing a key enabling role in the initial acquisition phase.