Cantor Equity Partners to Bring Bitcoin-Centric Twenty One Public in De-SPAC Transaction
Cantor Equity Partners Facilitates Public Listing of Bitcoin-Focused Twenty One
Cantor Equity Partners (CEP) is advancing plans to bring Twenty One Capital, Inc. (Twenty One), a newly formed entity dedicated to Bitcoin treasury and fintech operations, to the public market. The transaction, structured as a de-SPAC, is anticipated to conclude in the third or fourth quarter of 2025, positioning Twenty One as a publicly traded company focused solely on the accumulation and management of Bitcoin.
Transaction Details and Strategic Positioning
Twenty One has entered into a definitive business combination agreement with CEP (Nasdaq: CEP), a special-purpose acquisition company. Upon the closing of this transaction, Twenty One is projected to be majority-owned by Tether, the world's largest stablecoin issuer and a co-founder of Twenty One, and Bitfinex, with a significant minority stake held by SoftBank Group Corp.
The company is structured to accumulate Bitcoin and optimize ownership per share. Twenty One and CEP have secured subscription agreements for $585 million in additional capital through convertible senior secured notes ($385 million) and a common equity PIPE financing ($200 million). These proceeds are earmarked for acquiring additional Bitcoin and general corporate purposes. Twenty One is expected to launch with over 43,500 Bitcoins, a holding that would make it the third-largest corporate Bitcoin treasury globally. This figure is based on a blended average acquisition cost of $87,280.37 per Bitcoin.
To reflect its Bitcoin-centric strategy, Twenty One will introduce two key performance metrics:
Bitcoin Per Share (BPS): This metric will measure the amount of Bitcoin attributable to each fully-diluted share, providing direct insight into shareholder exposure to the digital asset.
Bitcoin Return Rate (BRR): This metric will assess the growth rate of BPS over time, denominating the company's performance in Bitcoin terms rather than traditional fiat currency.
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 as of April 21, 2025.
Market Reaction and Analyst Perspectives
The anticipation of Twenty One's public listing has drawn attention to CEP's stock performance, which has demonstrated a strong correlation with the price movements of Bitcoin. This direct linkage exposes investors to significant volatility inherent in the cryptocurrency market. Unlike companies such as MicroStrategy (MSTR), which holds substantial Bitcoin but also operates legacy businesses, Twenty One aims for a pure-play model, avoiding non-Bitcoin operating liabilities and potential dilution risks.
An analyst has assigned a 'Sell' rating to CEP, citing the amplified risks associated with this concentrated, Bitcoin-centric exposure. For investors primarily seeking Bitcoin exposure, established exchange-traded funds (ETFs) such as IBIT or FBTC are suggested as potentially more suitable alternatives, offering diversified access without the specific operational risks of a single company.
Broader Context and Implications for Digital Asset Markets
This de-SPAC transaction underscores a broader trend of increasing institutional involvement and the creation of novel public investment vehicles for digital assets. The pure-play Bitcoin treasury model, as exemplified by Twenty One, presents a unique proposition, particularly given the ongoing demand for direct cryptocurrency exposure in traditional financial markets. However, this model also highlights the challenges of valuing companies whose primary asset is a highly volatile digital currency.
Some market observers have described the strategy of Bitcoin treasury companies as an 'infinite money glitch,' where companies leverage Bitcoin price appreciation to raise capital, which in turn fuels further Bitcoin purchases and subsequent stock price increases. While this mechanism can offer amplified gains, it also introduces a significant layer of risk tied directly to Bitcoin's often unpredictable fluctuations.
Expert Commentary
Jack Mallers, Co-Founder and CEO of Twenty One, emphasized the company's ambition:
> "We believe Bitcoin deserves a public company worthy of its ethos... 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."
Paolo Ardoino, CEO of Tether, further articulated the foundational importance of Bitcoin:
> "Bitcoin represents more than just a financial asset, it's a foundational protocol for freedom, transparency, and resilience."
Looking Ahead
The successful completion of the de-SPAC transaction remains contingent on the approval of CEP shareholders and other customary closing conditions. Investors will closely monitor the trajectory of Bitcoin's price, which will directly influence Twenty One's valuation and the performance of its shares once publicly traded. The introduction of Bitcoin-native financial products and services by Twenty One will also be a key area to watch, as the company seeks to accelerate Bitcoin adoption and literacy within the financial ecosystem. The ongoing debate between direct company exposure and diversified ETF investments for accessing the Bitcoin market is likely to intensify as more such ventures emerge.
