S-1/A EX-FILING FEES 0002070457 333-292584 N/A N/A 0002070457 1 2026-02-06 2026-02-06 0002070457 2 2026-02-06 2026-02-06 0002070457 2026-02-06 2026-02-06 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-1

TWENTY ONE CAPITAL, INC.

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees Previously Paid   Debt Convertible into Equity   1.00% Convertible Notes due 2030   (1)   457(o)       $     $ 486,500,000.00       $ 67,185.65
Fees Previously Paid   Equity   Class A common stock, par value $0.01 per share   (2)   Other   35,068,912   $ 0.00   $ 0.00       $ 0.00
                                           
Total Offering Amounts:   $ 486,500,000.00         67,185.65
Total Fees Previously Paid:               67,185.65
Total Fee Offsets:               0.00
Net Fee Due:             $ 0.00

__________________________________________
Offering Note(s)

(1) The securities being registered are (i) $464,045,000 in aggregate principal amount of 1.00% convertible senior notes due 2030 (the “Convertible Notes”) issued by Twenty One Capital, Inc. (“Company” or “Pubco” or “Twenty One Capital”) and (ii) up to 33,450,252 shares of Class A common stock of Twenty One Capital, par value $0.01 per share (“Class A Common Stock”) issuable upon conversion of the Convertible Notes.

Pursuant to Rule 416(a) of Regulation C under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.

Consists of $464,045,000 in aggregate principal amount of Convertible Notes issued by Twenty One Capital. The 2026 Convertible Notes are being registered for resale on this registration statement on Form S-1 by the Selling Securityholders named in this registration statement.

With the filing of this amendment to this registration statement, we have decreased the maximum aggregate offering price of the securities to $464,045,000. At the time of the filing of our initial filing of this registrant statement on January 5, 2026 (the “Initial Filing”), we paid the fee for the maximum aggregate offering of $486,500,000 of securities.
(2) The securities being registered are (i) $464,045,000 in aggregate principal amount of 1.00% convertible senior notes due 2030 (the “Convertible Notes”) issued by Twenty One Capital, Inc. (“Company” or “Pubco” or “Twenty One Capital”) and (ii) up to 33,450,252 shares of Class A common stock of Twenty One Capital, par value $0.01 per share (“Class A Common Stock”) issuable upon conversion of the Convertible Notes.

Pursuant to Rule 416(a) of Regulation C under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.

Consists of up to 33,450,252 shares of Class A Common Stock issuable upon the conversion of the Convertible Notes. These shares are being registered for resale on this Registration Statement. As more fully described in this Registration Statement, the initial conversion rate is 72.0841 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes, determined based on the Average Closing Bitcoin Price, being the Bitcoin Price as averaged over the ten consecutive days immediately prior to Closing, and the Signing Bitcoin Price, being $84,863.57, as set forth in the Indenture. The number of shares of common stock being registered represents a good faith estimate of the maximum number of shares that may be issued upon conversion of the Selling Securityholders’ Convertible Notes No additional consideration will be received in connection with the exercise of the conversion privilege of the Notes. Pursuant to Rule 457(i) under the Securities Act, no separate registration fee is required for the shares of Class A Common Stock issuable upon conversion of the Convertible Notes because no additional consideration is to be received in connection with the exercise of the conversion privilege of the Convertible Notes.

With the filing of this amendment to this registration statement, we have decreased the maximum aggregate offering price of the securities to $464,045,000. At the time of the filing of our initial filing of this registrant statement on January 5, 2026 (the “Initial Filing”), we paid the fee for the maximum aggregate offering of $486,500,000 of securities.