XXI 424B3: Shelf registration
Twenty One Capital
Filed with the SEC on · accession 0001213900-26-119217
XXI filed a 424B3 (prospectus (offering)) with the SEC on Nov 13, 2026. Twenty One Capital filed a prospectus supplement (424B3) to update its resale registration statement covering up to $464,045,000 in aggregate principal amount of 1.00% convertible senior notes due 2030 and up to 33,450,252 shares of Class A common stock issuable upon conversion of those notes. The stock moved +0.2% by the first close after the filing.
Summary of the filing
Twenty One Capital filed a prospectus supplement (424B3) to update its resale registration statement covering up to $464,045,000 in aggregate principal amount of 1.00% convertible senior notes due 2030 and up to 33,450,252 shares of Class A common stock issuable upon conversion of those notes. The supplement incorporates the company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
Key details
How XXI stock reacted
Close before
$5.00
Nov 12, 2026
First close after
+0.20%
$5.01
5 trading days
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Since filing
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Click hereFrequently asked questions
What did XXI file with the SEC on Nov 13, 2026?
XXI filed a 424B3 (Shelf registration). Twenty One Capital filed a prospectus supplement (424B3) to update its resale registration statement covering up to $464,045,000 in aggregate principal amount of 1.00% convertible senior notes due 2030 and up to 33,450,252 shares of Class A common stock issuable upon conversion of those notes. The supplement incorporates the company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
What does a shelf registration mean for XXI stock?
New shares dilute existing holders and are often sold at a discount to the market price.
How do I read a 424B3?
The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.
Why are SEC filings important?
Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.
How did XXI stock react to this filing?
XXI closed at $5.00 before the filing and $5.01 on Nov 13, 2026 (+0.20%).
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