Offerings // Twenty One Capital, Inc.

XXI offering history

Every offering-related filing in Twenty One Capital, Inc.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 78 filings back to Jul 3, 2025.

Last executed offering

Dec 12, 2025

8-K — priced deal (shares or notes)

Last registration (announced)

Feb 9, 2026

S-1/A — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Aug 11, 2026	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
May 13, 2026	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Apr 7, 2026	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Apr 6, 2026	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Feb 12, 2026	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Feb 12, 2026	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Feb 9, 2026	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Jan 5, 2026	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Dec 12, 2025	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Dec 4, 2025	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Nov 14, 2025	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Nov 6, 2025	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital

XXI offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes— EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full XXI workspace →

XXI offering FAQ

When did XXI last execute an offering?

Per SEC filings, Twenty One Capital, Inc.'s most recent priced offering document is a 8-K filed 2025-12-12. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did XXI last announce or register an offering?

The most recent registration is a S-1/A filed 2026-02-09. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.