{"url_path":"/sec/xxi/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-055938-index.html","accession_number":"0001213900-26-055938","cik":"0002070457","ticker":"XXI","issuer_name":"Twenty One Capital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-055938-index.html","primary_entity_key":"0002070457","primary_entity_name":"Twenty One Capital, Inc."},"word_count":453,"has_tables":true,"body_markdown":"Item 1A. Risk Factors\n\n \n\nFactors that could cause our actual results to differ materially from\nour expectations, as described in this Quarterly Report and described below, include the risk factors described in the “Risk Factors”\nsection of the 2025 Form 10-K as of and for the period from March 7, 2025 (inception) to December 31, 2025, filed with the SEC on March\n31, 2026. The risks described in our 2025 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known\nto us or that we currently consider immaterial may also materially adversely affect our business, financial condition, results of operations,\nand cash flows.\n\n \n\n*We may engage in transactions to acquire\nStrike, a leading Bitcoin financial services company, and Elektron, a large-scale global Bitcoin mining platform. We currently have no\nbinding commitments or agreements with respect to any such transactions, nor has any such transaction been evaluated or approved by our\nBoard of Directors. There can be no assurance that such transactions will be entered into or consummated and if consummated, how they\nmay impact our results of operations.*\n\n \n\nOn April 29, 2026, Mr. Mallers announced the Company’s\npotential transactions or acquisitions involving Strike and Elektron. Mr. Mallers is the founder and Chief Executive Officer of Strike,\nand Raphael Zagury, one of our Directors, is the Chief Executive Officer of the entity providing management services to Elektron, and\naccordingly may have a material financial interest in any such transaction that may differ from the interests of our shareholders. We\ncurrently have no binding commitments or agreements with respect to any such transactions, the transaction structure has not yet been\nagreed, and our Board of Directors has not evaluated or approved such transactions. If we determine to pursue any acquisition of Strike\nand Elektron, any such transactions would constitute related person transactions that would be subject to review and approval in accordance\nwith our related person transaction policy and applicable provisions of the Texas Business Organizations Code. There can be no assurance\nthat we will enter into or eventually consummate any such transactions. The process of integrating\nacquired assets into our operations may result in unforeseen operating difficulties and expenditures and may absorb significant management\nattention that would otherwise be available for the ongoing development of our business. In addition, we have limited experience in performing\nacquisitions and managing growth. There can be no assurance that the anticipated benefits of any acquisition will be realized. In addition,\nfuture acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities\nand amortization expenses related to goodwill and other intangible assets, any of which could materially and adversely affect our operating\nresults and financial position."}