{"url_path":"/sec/xxi/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 Exhibits","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":1505,"has_tables":true,"body_markdown":"Item 6. Exhibits\n\n \n\n2.1(1)†\n \n[Business Combination Agreement, dated as of April 22, 2025, by and among CEP, CEP Merger Sub, Twenty One Capital, Twenty One, the Sellers and, for certain limited purposes, SoftBank (incorporated by reference to Exhibit 2.1 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025)](https://www.sec.gov/Archives/edgar/data/2070394/000121390025087358/ea0247795-04.htm#T700)\n\n2.2\n \n[Amendment No. 1 to the Business Combination Agreement, dated as of July 26, 2025, by and among CEP, CEP Merger Sub, Twenty One Capital, Twenty One, the Sellers and, for certain limited purposes, SoftBank (incorporated by reference to Exhibit 2.2 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025)](https://www.sec.gov/Archives/edgar/data/2070394/000121390025087358/ea0247795-04.htm#T991)\n\n2.3\n \n[Plan\nof Merger, dated December 4, 2025, between Twenty One Merger Sub D, Cantor Equity Partners, Inc. and the Company (incorporated by\nreference to Exhibit 2.3 to Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025)](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex2-3_twenty.htm)\n\n3.1\n \n[Amended and Restated Certificate of Formation of Twenty One Capital (incorporated by reference to Exhibit 3.1 to Twenty One Capital’s Form 10-K filed with the SEC on March 31, 2026).](https://www.sec.gov/Archives/edgar/data/2070457/000121390026037460/ea028006501ex3-1.htm)\n\n3.2\n \n[Amended\nand Restated Bylaws of Twenty One Capital (incorporated by reference to Exhibit 3.2 to Twenty One Capital’s Current Report on\nForm 8-K filed with the SEC on December 12, 2025).](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex3-2_twenty.htm)\n\n4.1\n \n[Indenture, dated December 8, 2025, by and among the Company, the Trustee and the Collateral Agent (incorporated by reference to Exhibit 4.1 to Twenty One Capital’s Registration Statement on Form S-1 filed with the SEC on January 5, 2026).](https://www.sec.gov/Archives/edgar/data/2070457/000121390026001285/ea027054901ex4-1_twenty.htm)\n\n4.2\n \n[Form of Convertible Note (included in Exhibit 4.1).](https://www.sec.gov/Archives/edgar/data/2070457/000121390026001285/ea027054901ex4-1_twenty.htm)\n\n10.1†\n \n[Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).](https://www.sec.gov/Archives/edgar/data/2070394/000121390025087358/ea0247795-04.htm#T701)\n\n10.2(1)\n \n[Sponsor Support Agreement, dated April 22, 2025, by and among CEP, Sponsor and Twenty One Capital (incorporated by reference to Exhibit 10.2 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).](https://www.sec.gov/Archives/edgar/data/2070394/000121390025087358/ea0247795-04.htm#T702)\n\n10.3(1)\n \n[Amendment No. 1 to Sponsor Support Agreement, dated as of June 25, 2025, by and among the Sponsor, CEP and Twenty One Capital (incorporated by reference to Exhibit 10.15 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).](https://www.sec.gov/Archives/edgar/data/1865602/000121390025059015/ea024724001ex10-2_cantor.htm)\n\n10.4(1)†\n \n[Form of Convertible Notes Subscription Agreement, dated as of April 22, 2025, by and among CEP, Twenty One Capital and certain investors party thereto (incorporated by reference to Exhibit 10.4 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025)](https://www.sec.gov/Archives/edgar/data/1865602/000121390025036178/ea023952801ex10-3_cantor.htm)\n\n10.5†\n \n[Security\nAgreement, dated December 8, 2025, by and between the Company and Anchorage Digital Bank, N.A. (incorporated by reference to Exhibit\n10.9 to Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex10-9_twenty.htm)\n\n10.6†\n \n[Form of Equity PIPE Subscription Agreement, dated as of April 22, 2025, by and among CEP, Twenty One Capital and certain investors party thereto (incorporated by reference to Exhibit 10.6 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).](https://www.sec.gov/Archives/edgar/data/1865602/000121390025036178/ea023952801ex10-4_cantor.htm)\n\n10.7(1)\n \n[Services\nAgreement, dated December 8, 2025, by and between Tether and Twenty One Capital (incorporated by reference to Exhibit 10.8 to Twenty\nOne Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex10-8_twenty.htm)\n\n10.8\n \n[Contribution Agreement, dated as of April 22, 2025, by and among Tether, Bitfinex and Twenty One (incorporated by reference to Exhibit 10.8 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).](https://www.sec.gov/Archives/edgar/data/2070394/000121390025087358/ea0247795-04.htm#T707)\n\n10.9\n \n[Securities\nExchange Agreement, dated December 8, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to\nTwenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex10-5_twenty.htm)\n\n10.10†\n \n[Form of June Equity PIPE Subscription Agreement, dated as of June 19, 2025, by and among CEP, Twenty One Capital and certain investors party thereto (incorporated by reference to Exhibit 10.13 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).](https://www.sec.gov/Archives/edgar/data/1865602/000121390025055842/ea024629101ex10-1_cantor.htm)\n\n10.11(1)\n \n[June PIPE Bitcoin Sale and Purchase Agreement, dated as of June 23, 2025, by and among Twenty One Capital, Tether, SoftBank and CEP (incorporated by reference to Exhibit 10.10 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).](https://www.sec.gov/Archives/edgar/data/1865602/000121390025059015/ea024724001ex10-1_cantor.htm)\n\n10.12\n \n[Amended and Restated Registration Rights Agreement, dated December 8, 2025, by and among Twenty One Capital, CEP, the Sponsor, the Sellers and SoftBank (incorporated by reference to Exhibit 10.7 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex10-7_twenty.htm)\n\n10.13\n \n[Insider\nLetter, dated August 14, 2024, by and among the Company, its officers, its directors and the Sponsor (incorporated by reference to\nExhibit 10.1 to Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 11, 2025).](https://www.sec.gov/Archives/edgar/data/1865602/000121390024069163/ea021135501ex10-1_cantor.htm)\n\n10.14\n \n[Amendment\nto Insider Letter, by and among Tether, Sponsor and CEP (incorporated by reference to Exhibit 10.2 to Twenty One Capital’s\nCurrent Report on Form 8-K filed with the SEC on December 11, 2025).](https://www.sec.gov/Archives/edgar/data/2070457/000121390025120736/ea026937901ex10-2_twenty.htm)\n\n \n\n33\n\n \n\n \n\n10.15\n \n[Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex10-10_twenty.htm)\n\n10.16\n \n[Twenty One Capital, Inc. 2025 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025)](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex10-11_twenty.htm)\n\n10.17\n \n[Employment Agreement between the Company and Jack Mallers, dated December 8, 2025 (incorporated by reference to Exhibit 10.12 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025)](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex10-12_twenty.htm)\n\n10.18\n \n[Employment Agreement between the Company and Steven Meehan, dated December 8, 2025 (incorporated by reference to Exhibit 10.13 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025)](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex10-13_twenty.htm)\n\n10.19†\n \n[Governance Agreement, dated December 8, 2025, by and among the Company, Tether, Bitfinex and SoftBank (incorporated by reference to Exhibit 10.18 to the Twenty One Capital’s Current Report on Form 8-K filed with the SEC on December 12, 2025).](https://www.sec.gov/Archives/edgar/data/2070457/000121390025121293/ea026946001ex10-18_twenty.htm)\n\n10.20\n \n[Form of Stock Option Grant Notice and Award Agreement under Twenty One Capital, Inc. 2025 Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to Twenty One Capital’s Form 10-K filed with the SEC on March 31, 2026).](https://www.sec.gov/Archives/edgar/data/2070457/000121390026037460/ea028006501ex10-20.htm)\n\n31.1*\n \n[Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](ea028789701ex31-1.htm)\n\n31.2*\n \n[Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](ea028789701ex31-2.htm)\n\n32.1*\n \n[Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ea028789701ex32-1.htm)\n\n32.2*\n \n[Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ea028789701ex32-2.htm)\n\n99.1†\n \n[SoftBank Purchase Agreement, dated as of April 22, 2025, by and between Tether and SoftBank ((incorporated by reference to Exhibit 10.9 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).](https://www.sec.gov/Archives/edgar/data/1865602/000121390025036178/ea023952801ex99-1_cantor.htm)\n\n99.2(1)†\n \n[Amended and Restated SoftBank Sale and Purchase Agreement, dated as of June 23, 2025, by and among Tether and SoftBank ((incorporated by reference to Exhibit 10.10 to the Twenty One Capital’s Registration Statement on Form S-4 filed with the SEC on September 12, 2025).](https://www.sec.gov/Archives/edgar/data/1865602/000121390025059015/ea024724001ex99-1_cantor.htm)\n\n99.3(1)\n \n[Cantor Sale and Purchase Agreement, dated as of October 16, 2025, by and between Tether and Sponsor (incorporated by reference to Exhibit 99.12 to Twenty One Capital’s Form S-4 Registration Statement filed with the SEC on October 17, 2025).](https://www.sec.gov/Archives/edgar/data/2070394/000121390025099972/ea024779507ex99-12_twenty.htm)\n\n101.INS\n \nInline XBRL Instance Document.\n\n101.SCH\n \nInline XBRL Taxonomy Extension Calculation Linkbase Document.\n\n101.CAL\n \nInline XBRL Taxonomy Extension Calculation Linkbase Document.\n\n101.DEF\n \nInline XBRL Taxonomy Extension Definition Linkbase Document.\n\n101.LAB\n \nInline XBRL Taxonomy Extension Label Linkbase Document.\n\n101.PRE\n \nInline XBRL Taxonomy Extension Presentation Linkbase Document.\n\n104\n \nCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).\n\n \n\n*Filed herewith.\n\n  \n\n(1)Certain schedules, exhibits and similar attachments have been\nomitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted\ninformation to the SEC upon its request.\n\n  \n\n†Certain personally identifiable information has been omitted\nfrom this exhibit pursuant to Item 601(a)(6) of Regulation S-K.\n\n \n\n34\n\n \n\n \n\nSIGNATURES\n\n \n\nPursuant to the requirements\nof the Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto\nduly authorized.\n\n \n\n \nTWENTY ONE CAPITAL, INC.\n\n \n \n\nDate: May 13, 2026\nBy:\n\n/s/ Jack Mallers\n\n \n \nJack Mallers\n\n \n \nChief Executive Officer\n\n \n \n(Principal Executive Officer)\n\n \n\nDate: May 13, 2026\nBy:\n\n/s/ Steven Meehan\n\n \n \nSteven Meehan\n\n \n \nChief Financial Officer\n\n \n \n(Principal Financial and Accounting Officer)\n\n \n\n35"}