This launch of a Bitcoin SPAC was not on my bingo card for 2025, especially in a market that has been trading sideways for some time now; you’d expect this type of action within a raging bull market.
While we have broken through the legendary $ 100,000 mark, it’s been pretty quiet since with many a Bitcoiner hoping for the second leg of a bull run like Merry and Pippin expect second breakfast.
This bull run was meant to hit differently, with the launch of the Spot ETF gobbling up 1 million coins already, while Bitcoin equities and Bitcoin on corporate balance sheets have started to expand past publicly listed miners, with Strategy (Formerly MicroStrategy) leading the way.
As a Trillion-dollar asset class and soon-to-be multi-trillion-dollar market, it’s hard to ignore this market, and traditional financial markets are starting to capitulate as they see the possibilities of NGU. This is evidenced by the upcoming public debut of Twenty One Capital, a new Bitcoin-focused company taking the increasingly popular SPAC route to public markets.
This development marks another new milestone for Bitcoin’s integration with mainstream finance.
But what exactly is a Bitcoin SPAC, what will Twenty One Capital do, and why does this launch matter?
Let’s break it down.
What Is A SPAC?
A SPAC (Special Purpose Acquisition Company) is essentially a “blank check” company created specifically to raise Capital through an initial public offering (IPO) for the purpose of acquiring an existing company.
SPACs have no commercial operations when they form – they exist purely to find and merge with a target company, effectively taking that company public without going through the traditional IPO process.
During the pandemic, we saw a SPAC frenzy, many of which left investors underwater, and while there remains a legitimate use for a SPAC. The investment vehicle doesn’t have the best reputation, as you can imagine, after being used to engineer many a rug pull on public markets.
Since 2022, we’ve seen a sharp decline in SPACs.
| IPO Count | Gross Public Proceeds (in billions) |
|---|---|
| 2009 | 1 |
| 2010 | 7 |
| 2011 | 15 |
| 2012 | 9 |
| 2013 | 10 |
| 2014 | 12 |
| 2015 | 20 |
| 2016 | 13 |
| 2017 | 34 |
| 2018 | 46 |
| 2019 | 59 |
| 2020 | 248 |
| 2021 | 613 |
| 2022 | 86 |
| 2023 | 31 |
| 2024* | 8 |
SPAC shares are structured as trust units with a par value of $10 per share and have an 18 – 24 month time frame to find a target company and merge with it to take it public.
SPACs have become an attractive alternative to traditional IPOs for Bitcoin companies for several reasons:
- Speed: The traditional IPO process can take 12-18 months, while a SPAC merger can be completed in 3-6 months
- Certainty: The valuation is negotiated directly with the SPAC sponsors rather than being determined by market conditions at IPO time
- Regulatory Navigation: For Bitcoin companies, especially, the SPAC route can simplify some regulatory hurdles that might complicate a traditional IPO
- Access to Expertise: SPAC sponsors often bring industry expertise and connections
- Speculation:Â Â If a SPAC successfully identifies and acquires a promising company, the SPAC’s share price can rise significantly, potentially leading to substantial returns for early investors
Fold Holdings, Inc., a bitcoin financial services company, went public on the Nasdaq Capital Market on February 19, 2025, after a business combination with FTAC Emerald Acquisition Corp.
The company now trades under the ticker symbol “FLD” for its common stock and “FLDDW” for its warrants. This marks Fold as the first publicly traded Bitcoin financial services company.
A Bitcoin SPAC or Special Purpose Attack On Public Markets?
The Bitcoin SPAC, started as Cantor Equity Partners, launched on January 7, 2025, raised $200 million, while Tether and Bitfinex are contributing $1.5 billion and $600 million, respectively. Finally, SoftBank is adding $900 million to the initial launch.
Twenty-One Capital will launch with a treasury of more than 42,000 BTC, giving it the third-largest bitcoin treasury. Strategy (MSTR) has 538,200, and MARA Holdings (MARA) has 47,531.
The company aims to be a pure play on Michael Saylor’s share dilution to Bitcoin treasury strategy and will measure its performance in BTC. The company plans to raise another $585 million through bonds and private equity to purchase more BTC, according to an official press release.
Twenty One Capital is set to bring in two new metrics:
- Bitcoin Per Share (BPS), a measure of how much BTC each share represents,
- and Bitcoin Return Rate (BRR), which tracks BPS growth.
About 21: The New Bitcoin Company Going Public
Twenty One is an ambitious new entrant in the public markets and a test of traditional financial appetite for Bitcoin and, of course, its volatility. While specific details about the company’s operations are still emerging, here’s what we know so far:
- Holding a Bitcoin treasury
- Custody solutions for institutional Bitcoin investors
- Bitcoin financial products for both retail and institutional clients
Listing Details: Where 21 Will Trade
Twenty One will be listed on the NASDAQ exchange under the ticker symbol “XXI” following the completion of its merger. The deal and the launching treasury value 21 at approximately $3 billion.
The transaction is expected to provide 21 with around $300 million in Capital to fund its expansion plans.
Public trading is anticipated to begin in Q3 of 2025, pending regulatory approvals and the satisfaction of customary closing conditions.
Why Launch Now? The Strategic Timing
The launch of 21 as a publicly traded Bitcoin company comes at a strategically significant moment for several reasons:
- Bitcoin’s Institutional Maturation: Bitcoin has increasingly gained acceptance among institutional investors, with major financial institutions now offering Bitcoin-related services. This institutional adoption creates demand for the kind of professional-grade infrastructure that 21 aims to provide.
- Post-Halving Cycle: The recent Bitcoin halving in April 2024 has historically marked the beginning of a new market cycle. By going public during this period, 21 positions itself to capitalise on renewed interest and potential price appreciation in the Bitcoin market.
- Regulatory Clarity: The regulatory environment for Bitcoin has become clearer in many jurisdictions since the Trump administration came in with a crypto-friendly stance, making it possible for Bitcoin-focused companies to operate with greater certainty and making them more attractive to public market investors.
- Public Market Appetite: Investor interest in Bitcoin exposure through public equities remains strong, especially for companies offering direct operational exposure to the Bitcoin economy rather than just holding Bitcoin on their balance sheets.
What This Means for the Bitcoin Ecosystem
The public debut of Twenty One represents more than just a big sink for Bitcoin through public markets—it signals Bitcoin’s continued integration with traditional finance.
- Increased Capital Flows: As a public company, 21 will have access to capital markets that can fund larger Bitcoin infrastructure projects than would typically be possible for private companies.
- Regulatory Engagement: Public companies face heightened regulatory scrutiny, which can be challenging but also provides opportunities to work constructively with regulators to develop frameworks that work for Bitcoin businesses.
- Mainstream Visibility: More Bitcoin-focused public companies increase Bitcoin’s visibility to traditional investors and financial media, potentially accelerating adoption.
Bitcoin Equities Aren’t For Everyone
Twenty Ones SPAC is a chance to ape in and try and speculate on its valuation as the market tries to price its operations and holdings, but it remains a fiat vehicle.
- Will it outperform Bitcoin in the short term? We don’t know!
- Will it outperform Bitcoin in the long term? Unlikely!
For investors interested in gaining exposure to the Bitcoin ecosystem beyond simply holding the asset itself, companies like 21 provide an opportunity to invest in the businesses building Bitcoin’s future.
As with any new public company—especially in the volatile Bitcoin space—potential investors should conduct thorough due diligence.
As for the average pleb like myself, this isn’t something I’m interested in; there’s no reason to buy Bitcoin equities with cash when you can acquire the real thing and self-custody.
If you have Capital stuck in a fund and can guide some of that exposure to a Bitcoin equity, that might be appealing if it’s more tax-efficient than selling for cash and buying Bitcoin outright.
If Twenty-One is a success as a public company, they could pump your bags as a Bitcoin holder, so you’re winning even if you’re not a direct shareholder.
