Mallers Loads Up on Bitcoin to Launch a Pure-Play Public Proxy

Jack Mallers is doubling down. The CEO of Twenty One Capital has announced a major increase in Bitcoin holdings—adding 5,800 BTC to its balance sheet—bringing total reserves to 43,500 BTC ahead of its planned public listing. The move cements Twenty One as the third-largest corporate holder of Bitcoin globally and signals its intent to redefine how traders access long-term BTC exposure through equity markets.

The company is going public through a merger with Cantor Equity Partners (NASDAQ: CEP), a SPAC vehicle sponsored by Cantor Fitzgerald. The average cost of the latest tranche is roughly $87,280 per Bitcoin. Mallers says this isn’t about hedging—it’s a structural bet. "We’re not building a company that owns Bitcoin. We’re building a company on Bitcoin,” he stated.

A Bitcoin-Native Equity Vehicle

Twenty One Capital is being positioned not as a business that holds Bitcoin, but as a Bitcoin-native public entity. It has no operating revenue, no products, and no fiat strategy. The entire model centers around a proprietary metric: Bitcoin per share (BPS). That figure is designed to replace traditional earnings metrics, serving as the core valuation input for traders and investors.

The goal is to continuously increase the number of satoshis tied to each share, effectively offering shareholders exposure to a growing pool of on-chain Bitcoin, transparently verifiable and fully auditable in real time.

SPAC Deal Anchored by Institutional Capital

The firm will enter public markets through a business combination with Cantor Equity Partners. The deal includes a $200 million equity PIPE and a $385 million convertible note, totaling $585 million in new capital. Importantly, Tether—already a stakeholder—has committed to match that funding by purchasing an equivalent amount of Bitcoin within ten days post-closing.

The transaction is expected to close later this year, pending shareholder and regulatory approval. Once finalized, Twenty One will trade under the ticker XXI on the Nasdaq, providing traders with a new instrument for pure Bitcoin exposure without engaging with futures or ETFs.

Control Held by Crypto and Finance Giants

Post-merger ownership will concentrate around a few heavyweights. Tether and Bitfinex will control a majority stake. SoftBank Group will hold a significant minority position. The rest of the equity will be split among PIPE participants, CEP public shareholders, and the Cantor Fitzgerald sponsor.

This structure centralizes control in crypto-native hands while aligning traditional capital around Bitcoin’s upside. It also creates a unique feedback loop: equity value is directly proportional to Bitcoin reserves, and shareholder interest is tightly tied to BTC price dynamics.

On-Chain Proof Becomes Core Infrastructure

Transparency is non-negotiable. All Bitcoin held by Twenty One is visible through its public wallet at xxi.mempool.space. This on-chain, auditable reserve is the backbone of its investor trust mechanism. Unlike traditional treasuries or ETFs, shareholders don’t rely on quarterly reports—they can verify reserves live, down to the satoshi.

This approach may provide insulation from future regulatory friction. As global scrutiny around reserve disclosures intensifies, Twenty One’s transparency-first design positions it well ahead of most incumbents.

A New Kind of Bitcoin Proxy

Unlike MicroStrategy (NASDAQ: MSTR), which remains tethered to enterprise software revenue, or Tesla (NASDAQ: TSLA), where Bitcoin is just a reserve component, Twenty One is an uncompromised Bitcoin accumulator. It offers no operating margin, no earnings diversification, and no legacy risk.

Traders should view it as a publicly listed, equity-based Bitcoin treasury vehicle. Its only mandate is accumulation. Every share bought or sold is a directional bet on the company’s ability to expand its BTC reserves while managing dilution and treasury efficiency.

Unique Metrics for Market Assessment

To support its model, Twenty One will publish two non-GAAP metrics: Bitcoin per share (BPS) and Bitcoin return rate (BRR). These figures replace earnings per share and ROE as the primary performance indicators.

BPS reflects the real-time quantity of Bitcoin backing each share. BRR measures growth in BPS over time. Both metrics can be validated independently using on-chain data. This shift in valuation language requires traders to rethink how they price equity tied to digital assets.

Potential Roadblocks to Listing

Despite momentum, risk remains. As with all SPAC mergers, the transaction faces procedural hurdles: shareholder approvals, potential redemptions, and regulatory sign-off. If redemption rates from CEP’s public holders run high, it could drain the SPAC’s trust value, impacting final capitalization and post-merger liquidity.

Moreover, a significant drop in Bitcoin’s price before listing could dampen market enthusiasm or affect PIPE participation. Traders must factor in these uncertainties when positioning around the deal.

Tips for Traders

• XXI shares will offer high-beta exposure to Bitcoin with real equity upside—expect amplified BTC-driven volatility.

• Watch the real-time BPS figure via on-chain reserve audits; growth here is the key driver of long-term share value.

• Redemption levels in the SPAC ahead of merger close could signal deal risk—monitor CEP shareholder sentiment.

• Compare XXI not to traditional Bitcoin ETFs, but to treasury-heavy firms like MicroStrategy (NASDAQ: MSTR), with a sharper focus on reserve mechanics.

• BRR may emerge as a new benchmark for BTC-native equities—track its evolution against BTC spot and ETF flows.

• Consider pre-listing volatility as regulatory approvals or PIPE terms evolve—headline risk remains elevated through closing.