Twenty One Capital, Inc. · NYSE:XXI
Twenty One Capital — SPAC Merger (April 2025)
33 slides from Twenty One Capital's SPAC merger presentation, Apr 23, 2025
Slide 1: Project Mystery Investor Presentation
Project Mystery Investor Presentation April 2025
Slide 2: Disclaimers and Other Important Information
Disclaimers and Other Important Information This presentation (this “Presentation”) is being furnished solely to recipients that are “qualified institutional buyers” as def ined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), or institutional “accredited investors” (as
Slide 3: Forward-Looking Statements (Cont'd)
Forward - Looking Statements (Cont’d) 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 futu
Slide 4: Twenty One Capital overview
▪ Twenty One Capital, Inc. (“Twenty One” or the “Company”) is a purpose - built vehicle for Bitcoin investment through the public equity markets, unlocking a potentially compelling opportunity for value creation as an innovative company with multiple Bitcoin - focused business lines ▪ Bitcoin Thesis
Slide 5: Management Bios
5 Management Bios Jack Mallers is a visionary entrepreneur and one of Bitcoin’s most influential advocates, shaping its perception and furtheri ng its adoption by institutions, corporations, and governments. As the Founder & CEO of Strike, he built one of the world’s leading digital payment provider
Slide 6: Table of Contents
I. The Bitcoin Thesis II. Investment Opportunity Overview Appendix A Appendix B Table of Contents
Slide 7: I. The Bitcoin Thesis
|. The Bitcoin Thesis TWENTY ONE
Slide 8: Why Bitcoin and Why Now?
8 Why Bitcoin and Why Now? Why Bitcoin? Why Now? Limited Supply ▪ Immutable, verifiable supply limit of 21 million total Bitcoin ▪ Capped supply creates scarcity, and positions Bitcoin as a hedging asset against inflationary pressures Inflection Point for Adoption ▪ Anticipated growing regulatory cl
Slide 9: Bitcoin is the Gold Standard of Digital Capital
9 Bitcoin is the Gold Standard of Digital Capital Bitcoin increasingly recognized as “Digital Gold”, combining the attributes of physical gold with the advantages of digital tec hnology Hedging Asset Viewed as a potential safeguard against currency devaluations or geopolitical risks Deflationary Sup
Slide 10: Bitcoin has Seen Significant Growth, But Remains a Small Fraction of Global Wealth
0 20 40 60 80 100 120 $0.00 $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 Mar-24 Jun-24 Sep-24 Dec-24 Mar-25 Volume (in 000's) Price ($ in 000's) Bitcoin currently makes up ~0.2% of Total Global Asset Value ~113,711 Peak BTC Trading Volume ~$109,993 Peak BTC Price ~19.2% LTM BTC Price Growth 10 Bitcoi
Slide 11: Bitcoin's Performance vs. Top Assets
Asset Market Cap ($tn) Price ($) 3-Year CAGR 5-Year CAGR Gold $23.4 $3,071.6 16.5% 13.8% Magnificent 7 9.0 n.m. 20.2% 24.7% Bitcoin 1.6 84,326.0 22.9% 57.3% Bonds n.a. 516.2 1.6% 1.7% Real Estate n.a. 260.6 (4.8%) 6.2% 11 Bitcoin’s Performance vs. Top Assets Bitcoin’s strong historical performance h
Slide 12: Macro and Political Conditions Viewed as Favorable for Bitcoin
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 It will be the policy of my administration, United States of America, to keep 100% of all the bitcoin the U.S. government currently holds or acquires into the future. (2) 12 Macro and Political Conditions Viewed as Favorable for Bitcoin Growth U
Slide 13: Corporations are Showing Interest in Holding Bitcoin on Balance Sheet
13 Corporations are Showing Interest in Holding Bitcoin on Balance Sheet Medical products for chronic illness detection & treatment Hotel development and operation Bitcoin mining, data center hosting, & engineering services Cryptocurrency mining, with a primary focus on Bitcoin Enterprise business a
Slide 14: Bitcoin's Inherent Supply Constraints Contribute to Demand Sensitivity
Mar-2023 Jul-2023 Nov-2023 Mar-2024 Jul-2024 Nov-2024 Mar-2025 BTC Mined / Day MSTR Avg. Daily BTC Purchases MSTR Buying Avg. as a % of Mined MSTR Buying Avg. as a % of Mined (Post Halving) 186% 72% 14 Bitcoin’s Inherent Supply Constraints Contribute to Demand Sensitivity Bitcoin is Fundamentally De
Slide 15: MSTR's Road to Becoming a Bitcoin Holding Company
Total Bitcoin 38.3 70.5 91.3 105.1 114.0 124.4 129.2 129.7 130.0 132.5 140.0 152.3 158.2 189.2 214.3 226.3 252.2 447.7 506.1 Market Cap / Bitcoin Value n.m. 1.8x 1.2x 1.8x 1.2x 1.0x 0.9x 0.7x 0.9x 0.7x 0.8x 1.0x 1.1x 1.2x 1.9x 1.8x 2.1x 1.7x 1.8x 38.3 70.5 91.3 105.1 114.0 124.4 129.2 129.7 130.0 13
Slide 16: MSTR: Raising Capital to Acquire Bitcoin
16 MSTR: Raising Capital to Acquire Bitcoin Mar - 24: $800M (Convertible Notes) Mar - 24: $604M (Convertible Notes) Jun - 24: $800M (Convertible Notes) Aug - 24: $2,000M (ATM Offering) 2021 2022 2023 2024 Feb - 21: $1,050M (Convertible Notes) June - 21: $1,000M (ATM Offering) May - 23: $625M (ATM Of
Slide 17: II. Investment Opportunity Overview
II. Investment Opportunity Overview
Slide 18: Offering Summary Term Sheet
18 Offering Summary Term Sheet CEP and Twenty One are considering raising equity through a PIPE ▪ Cantor Equity Partners (“CEP”) / Cayman Islands (1) Issuer / Incorporation ▪ April 22, 2025 Pricing Date ▪ Upon closing of the Business Combination Issue Date ▪ $200 million Deal Size ▪ Non - Voting Cla
Slide 19: Opportunity for Investors
19 Opportunity for Investors Twenty One’s innovative strategies leverage Bitcoin to create unique investment opportunities, offering substantial upside po ten tial Bitcoin Exposure Proceeds from financing will be used to fund strategic acquisitions of Bitcoin, a historically high - performing asset,
Slide 20: Twenty One's Plan for Value Creation
20 Twenty One’s Plan for Value Creation The Company has developed a streamlined value proposition as an innovative company with multiple Bitcoin - focused business lines Strategic Bitcoin accumulation with intention of maximizing BPS and BRR 1 2 Prioritize long - term value creation for Twenty One’s
Slide 21: Twenty One's Operational Business Plan
21 Twenty One’s Operational Business Plan A Road Map for Accumulation, Strategy, and Financing ▪ Twenty One will deploy a bitcoin accumulation and management strategy with the following mandates: BTC Accumulation ‒ Acquire Bitcoin ‒ Actively Manage Bitcoin Holdings ‒ Issue Debt / Equity securities f
Slide 22: Twenty One's Strategic Advantages
The Company’s value proposition offers several possible advantages over other Bitcoin investment options Twenty One’s Strategic Advantages (1) 22 Overall Relative Ranking Strategic Bitcoin Accumulation Use of Leverage “Pure Play” Bitcoin Exposure Company Bitcoin Treasury Companies Bitcoin ETFs Bitco
Slide 23: Twenty One Compares Favorably to MSTR Across Metrics
23 Twenty One Compares Favorably to MSTR Across Metrics (1) “Pure Play” Bitcoin Exposure Bitcoin - Native Operations Existing Debt Balance Debt Collateralization (2) Insider Ownership Purpose - Built KPIs Note: Graphic shows an illustrative Harvey balls representation. Complete blue circles represen
Slide 24: Illustrative Transaction Structure
24 Illustrative Transaction Structure Commentary Illustrative Transaction Structure Note: Twenty One Class A & Class B shares entitled to 0 vote per share 1 vote per share respectively. Note: Bitcoin and Cash amounts do not reflect the potential exercise of option to purchase additional notes. Note:
Slide 25: Sources and Uses
Illustrative Sources Illustrative Uses Source ($mm) (BTC) Use ($mm) (BTC) Bitcoin Contribution - Tether $1,588 18,713 Bitcoin Contribution - Tether $1,588 18,713 Bitcoin Contribution - Bitfinex 594 7,000 Bitcoin Contribution - Bitfinex 594 7,000 Bitcoin Contribution - Tether on Behalf of SoftBank 89
Slide 26: Pro Forma Ownership
Shares Ownership % Vote % Tether 158.8 42.8% 51.7% Bitfinex 59.4 16.0% 19.3% Softbank 89.1 24.0% 29.0% Convertible Noteholders 26.2 7.1% 0.0% Public SPAC Shareholders 10.0 2.7% 0.0% PIPE Investors 20.0 5.4% 0.0% Sponsor 7.2 1.9% 0.0% Total 370.7 100.0% 100.0% Shares Ownership % Vote % Tether 158.8 4
Slide 27: Appendix A
AppendixA TWENTY ONE
Slide 28: Offering Summary Term Sheet: Convertible Senior Notes
28 Offering Summary Term Sheet Twenty One is considering issuing Convertible Senior Notes (1) Includes $45M of convertible note principal issued to Sponsor. (2) Note: Twenty One Class A shares entitled to 0 vote per share and Twenty One Class B shares entitled to 1 vote per share. (3) Bitcoin will b
Slide 29: Appendix B
Appendix B TWENTY ONE
Slide 30: Risk Factors
Certain factors may have a material adverse effect on the business, financial condition and results of operations of Twenty O ne Capital, Inc. (“ Pubco ”), Twenty One Assets Inc. (“Twenty One”) and/or Cantor Equity Partners, Inc. (“CEP” and, together with Pubco and Twenty One, the “Parties”) and you
Slide 31: Risks Related to Being a Public Company
Risks Related to Being a Public Company ▪ The market price of Pubco Class A Common Stock may be volatile and decline materially as a result of volatility in Bitcoin or the digital asset markets g enerally, or for other reasons. You should be aware that you may lose some or all of your investment. ▪
Slide 32: Risks Related to the Business Combination (Cont'd)
Risks Related to the Business Combination (Cont’d) ▪ If the Business Combination is not approved and CEP does not consummate another initial business combination by its deadline, th en the Sponsor’s ordinary shares of CEP will become worthless and the expenses it has incurred will not be reimbursed.
Slide 33: Risks Related to Taxation
Risks Related to Taxation ▪ Future developments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely impact Pubc’s business. ▪ Unrealized fair value gains on Pubco’s Bitcoin holdings could cause Pubco to become subject to the corporate alternative minimum tax un