Tether Pushes Three-Way Merger to Transform Twenty One Capital Into Integrated Bitcoin Platform
Tether Investments proposed on April 29 that its listed Bitcoin treasury company, Twenty One Capital, absorb both payments firm Strike and mining operator Elektron Energy in a deal that would create the premier listed Bitcoin company in the world. No financial terms have been disclosed.
Tether Investments formally proposed that Twenty One Capital (NYSE: XXI), in which it holds a majority stake, execute two sequential mergers: first with Strike, the Bitcoin financial services firm run by CEO Jack Mallers, and then with Elektron Energy, one of the world's largest private Bitcoin miners. The announcement came on April 29, 2026, and sent XXI shares up roughly 8% in after-hours trading. The stock was priced at approximately $7.97 before the news broke, down about 87% from its all-time high of $59.75 set on May 1, 2025, and well below its SPAC debut price of approximately $10.50 when the company entered the NYSE in December 2025.
The proposal would combine three distinct Bitcoin businesses into a single NYSE-listed entity. Twenty One Capital currently holds 43,514 BTC, making it the third-largest publicly listed corporate Bitcoin holder globally. Strike is a profitable payments and lending platform operating in more than 100 countries, with approximately 1,500 BTC on its own balance sheet. Elektron Energy, led by Raphael Zagury, controls roughly 50 exahashes per second of mining capacity, equal to about 5% of the entire Bitcoin network, and has mined more than 5,500 BTC to date at an all-in production cost below $60,000 per coin. Bitcoin was trading near $75,685 at the time of the announcement.
Tether's official statement described the ambition plainly: "If completed, these transactions would position XXI to become the premier listed Bitcoin company in the world: a public company that combines Bitcoin treasury, mining, financial services, lending, capital markets, and strategic consolidation into one integrated platform." Zagury is nominated as president of the combined entity, with Mallers continuing to lead consumer and product operations. At the Bitcoin 2026 Conference, Mallers publicly backed the plan and announced a new "volatility-proof" Bitcoin-backed lending structure built with Tether, a $2.1 billion credit facility, and lending proof-of-reserves.
Why the merger is being proposed now
Twenty One Capital went public in December 2025 through a SPAC merger with Cantor Equity Partners, entering the NYSE at approximately $10.50 per share with backing from Tether, Bitfinex, and SoftBank. Shares fell 25% on debut day and have continued to slide. The underlying problem is structural: as a pure Bitcoin treasury company, XXI generates no operating revenue. Its value depends entirely on Bitcoin price appreciation. Bitcoin was down approximately 19% over the past year at the time of the announcement, and the market has repriced treasury-only firms sharply downward in response.
Tether's own strategic position reinforces its motivation for the merger. The company holds approximately 97,141 BTC (valued at roughly $7.1 billion), and it opened 2026 with an $800 million Bitcoin purchase, signaling a sustained commitment to Bitcoin accumulation. Folding mining and payments revenue into XXI would give that commitment a recurring-income structure that a pure treasury vehicle cannot provide.
XXI's diluted multiple-to-net-asset-value ratio currently sits at 0.73x, meaning the stock trades at a discount to the Bitcoin it actually holds on a fully diluted basis. That diluted figure contrasts with a basic mNAV of 1.37x; the gap between the two reflects potential dilution from warrants and convertible instruments and is itself a signal of market skepticism about the company's capital structure. Analysts tracking the sector have noted that similar firms, including Riot Platforms, Genius Group, and Bhutan's sovereign investment fund, have sold Bitcoin positions in 2026, with observers describing the shift as the end of the "premium era" for passive Bitcoin holders.
The broader pattern is not unique to XXI. A senior executive cited by KuCoin stated that crypto treasury firms are likely to consolidate in 2026 as the passive-holding model loses its valuation premium. The proposed mergers are a direct response to that reality, adding mining revenue and payments income to what is currently a balance-sheet-only story.
What it could mean for African and South Asian users
Strike's regional footprint makes this deal more than a Wall Street story. The platform already operates in Nigeria, South Africa, Uganda, Zambia, Malawi, Ivory Coast, and Gabon, offering local currency on-ramps, Bitcoin purchases, and Lightning Network remittances in partnership with Bitnob. Traditional remittance corridors to sub-Saharan Africa cost senders an average of 7.2% per transaction, a burden estimated to drain $7.2 billion per year from African families. Strike's Lightning-based transfers are designed to undercut those fees.
If Strike is folded into a larger, better-capitalized public company with Tether's balance sheet providing support, the practical implications could include expanded fiat corridors in markets where Strike has not yet launched and more consistent service on low-margin, high-volume remittance routes that commercial fintechs typically deprioritize.
South Asia remains an open question. Strike has not launched a dedicated product in India, Pakistan, Bangladesh, or Sri Lanka, but those markets collectively receive hundreds of billions of dollars in annual remittances. India alone receives more than $120 billion annually in remittances, according to World Bank figures, making it the largest single corridor in the world.
A financially integrated XXI with recurring revenue could fund the runway to reach those markets. Elektron's mining operations currently span approximately 620 megawatts of capacity centered on Miami-based infrastructure, but Tether has previously invested in Bitcoin mining in Latin America and has signaled interest in energy projects in the Global South, where surplus hydroelectric and natural gas capacity in countries like Kenya, Ethiopia, and Pakistan has drawn attention from miners seeking low-cost power.
What happens next
Tether's proposal includes no disclosed merger terms, share exchange ratios, valuations, or regulatory timeline. Both deals would require board approval at the relevant companies and, given XXI's NYSE listing, the standard SEC review process for listed-company mergers.
Until formal filings or term sheets are made public, the announcement remains a statement of intent. Investors considering XXI shares on the basis of this news should weigh two separate mNAV readings: a basic figure of 1.37x and a diluted figure of 0.73x, where the diluted calculation accounts for potential share issuance from warrants and convertible instruments and implies the stock already trades at a discount to the Bitcoin XXI holds. That gap, alongside the absence of any confirmed deal structure and the company's track record since its SPAC debut, are the key variables to monitor as this proposal moves toward, or away from, formal documentation.