Investing.com -- Shares of blank-check company Cantor Equity Partners, Inc. (NASDAQ:CEP) have risen over 200% in two days on massive volume following an announcement of a business combination with Twenty One Capital, Inc. This newly formed entity, Twenty One, plans to emulate the business model of Michael Saylor’s Strategy, a meme stock darling whose shares up up 175% in the past 12 months and many times that over the past several years. The plan is simple, Bitcoin accumulation.
The business combination is sponsored by Cantor Fitzgerald, a global financial services and real estate services holding company. Upon 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 SoftBank (TYO:9984) Group Corp. holding a significant minority ownership.
In addition to the business combination, Twenty One and CEP have entered into subscription agreements with investors to raise $585 million of additional capital at closing. This capital will be raised through $385 million in convertible senior secured notes and $200 million through common equity PIPE financing. The proceeds from these offerings, which will close simultaneously with the business combination, will be used to purchase additional Bitcoin and for general corporate purposes.
Twenty One plans to launch with more than 42,000 Bitcoin, which would make it the third-largest Bitcoin treasury in the world. The company aims to accumulate Bitcoin and grow ownership per share, introducing two key performance metrics: Bitcoin Per Share (BPS) and Bitcoin Return Rate (BRR).
The company 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. Mallers has also built one of the world’s leading digital payment providers on Bitcoin’s Lightning Network, Strike.
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.
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. 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.
Tether has 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. 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.
Shares of Cantor Equity Partners will continue to trade on Nasdaq under the symbol "CEP" until the closing of the transaction. After the closing, Twenty One will seek to trade under the ticker symbol "XXI".