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Twenty One appoints Raphael Zagury as CEO

Twenty One Capital has named Raphael Zagury as chief executive officer, replacing founder Jack Mallers in a major leadership shift that also ends Strike’s role in a proposed three-way merger backed by Tether. The change, effective July 20, leaves the bitcoin treasury company weighing a narrower potential combination with bitcoin miner Elektron Energy while it attempts to turn a large bitcoin reserve into a broader operating business.

Mallers, who launched Twenty One in April 2025 with backing from Tether, SoftBank and Cantor Fitzgerald, stepped down to return to Strike, the bitcoin payments company he founded. Twenty One said Mallers will not retain an executive role after the transition. The board thanked him for building the company into a publicly traded bitcoin treasury firm, but the announcement marked a clear break from the original plan to combine treasury holdings, payments infrastructure and mining capacity under one public company.

Shares of Twenty One fell 14% to $4.54 after the announcement, reflecting concern over the loss of Strike from the proposed structure and uncertainty around the company’s next phase. The stock move also drew attention to a wide gap between the company’s reported bitcoin reserve and its public market valuation. Twenty One holds 43,514 bitcoin, a reserve worth roughly $2.8 billion at recent prices, compared with a market value of about $1.8 billion.

The company is now under pressure to show how it can create durable value from that reserve without the payment network that Strike would have brought into the combined business.

Strike exits the deal

Tether’s original merger plan had two phases. The first would have combined Strike with Twenty One. The second would have merged the resulting company with Elektron Energy, a large bitcoin mining operation founded and led by Zagury. With Strike no longer participating, Twenty One said only the potential acquisition of Elektron remains under review.

The company emphasized that talks with Elektron are preliminary and that no deal is guaranteed. It also said the evaluation is being conducted under internal policy and Texas law, an important point because Zagury is now both Twenty One’s CEO and the founder of Elektron. That overlap places governance, valuation and conflict-management procedures at the center of the process.

The collapse of the broader three-party plan changes the business story around Twenty One. The original design aimed to bring together a bitcoin treasury, a global payments platform and a major mining business. That structure would have given the company multiple ways to generate activity around bitcoin, including consumer payments, institutional flows, mining production and balance-sheet management.

Without Strike, Twenty One loses the most visible retail-facing part of that strategy. Strike will instead continue building its own financial network outside the proposed corporate structure, supported by a recently secured $2.1 billion loan facility. That leaves Twenty One focused more directly on treasury management, mining exposure and possible bitcoin-backed financial products.

Zagury takes control

Zagury steps into the top job with deep experience in traditional finance and digital-asset infrastructure. Before becoming CEO, he served as an independent director and interim audit committee chair at Twenty One. He resigned from both roles on July 15 while continuing as a director, clearing the way for his appointment as chief executive five days later.

His résumé includes senior roles at Deutsche Bank, Merrill Lynch and Goldman Sachs. He also co-founded One Partners and OpenCo. In digital assets, he is best known as the founder and current head of Elektron Energy, which Twenty One has described as one of the world’s largest bitcoin mining operations.

That background signals a shift in tone for the company. Mallers was closely identified with the consumer and payments side of bitcoin through Strike. Zagury brings a profile tied more to corporate finance, capital allocation, mining economics and structured balance-sheet strategy.

In a statement outlining his priorities, Zagury said he wants to turn Twenty One into a fully functioning operating company, not just a vehicle built around the size of its bitcoin holdings. The company said its next initiatives will focus on governance, business operations, mergers and acquisitions, and a planned bitcoin-based lending and credit platform.

That plan suggests Twenty One wants to use its bitcoin reserve as the base for a financial business rather than simply holding the asset and waiting for price appreciation. The company has described the approach as a long-term reinvestment strategy, centered on disciplined management of its holdings.

Tether’s influence grows

Tether remains central to Twenty One’s future. The stablecoin issuer was one of the original backers of the company and became more influential after acquiring SoftBank’s remaining interest in Twenty One in May. That transaction consolidated Tether’s ownership position and voting power as the company moved toward a more operational model.

The increased role of Tether gives the company a powerful sponsor with deep involvement in digital assets, but it also raises the importance of board independence and transparent decision-making. With Strike gone and Elektron still under review, traders are likely to watch closely for signs that any related-party issues are handled clearly, especially given Zagury’s connection to both Twenty One and Elektron.

Twenty One said the possible Elektron transaction is still being assessed and may not be completed. That caution is significant because the deal would reshape the company’s operating profile. A merger with Elektron would move Twenty One further into bitcoin mining, giving it access to production capacity and mining infrastructure at a time when miners are under pressure to manage power costs, hardware efficiency and bitcoin price volatility.

The company has not announced final terms for any Elektron deal. Until it does, traders are left to weigh the potential benefits of vertical integration against the risks that come with mining, including energy costs, equipment life cycles, network difficulty and regulatory uncertainty.

A different business without payments

Strike’s departure removes a major source of expected operating activity. Payment businesses can produce recurring transaction flows, customer relationships and data tied to commercial use. Even when margins are thin, that kind of platform can give a company more than balance-sheet exposure to bitcoin.

Twenty One’s remaining model is more concentrated. It must now show that it can make money from managing its treasury, possibly lending against bitcoin, and potentially gaining mining exposure through Elektron. That is a more capital-intensive and price-sensitive path.

The company’s bitcoin holdings are large enough to define its public identity. At 43,514 bitcoin, the reserve is one of the most important assets on its balance sheet and the clearest driver of trader attention. But the market value of the company remains below the estimated value of those holdings, creating a pricing gap that could widen or narrow depending on confidence in management, governance, liquidity and future business lines.

A discount to bitcoin holdings can reflect several concerns. Traders may apply a lower value because the company has operating costs, corporate overhead, potential debt obligations, dilution risk or uncertainty around how easily the bitcoin could be monetized. The discount can also reflect skepticism about whether management can build a profitable business around the reserve.

At the same time, a company holding bitcoin below the implied value of its holdings can attract attention from traders looking for asset-linked exposure. That dynamic can make the stock more volatile, especially during periods when bitcoin itself is moving sharply.

Lending platform becomes a key test

One of the most important pieces of Zagury’s plan is the proposed bitcoin-based lending and credit platform. The company has not provided full details, but the broad idea is to put bitcoin reserves to work in ways that could generate return while preserving long-term exposure.

That strategy carries both opportunity and risk. Bitcoin-backed lending can create income if loans are properly collateralized, counterparties are carefully selected and risk controls are strong. But the model can also expose a company to liquidation events, collateral shortfalls, counterparty failures and liquidity stress during sharp market moves.

For Twenty One, the lending platform may become the clearest test of whether it can move beyond the treasury-company label. Traders will want to know who the borrowers are, how collateral will be managed, which legal structures will be used, how much bitcoin will be committed, and what safeguards will be in place during periods of market stress.

The company’s shift toward “financial discipline,” as it described the new strategy, suggests it is aware that simply holding a large amount of bitcoin may not be enough. Public markets tend to reward clear operating models, predictable reporting and credible risk controls. Twenty One now has to build those features quickly while managing the market reaction to Mallers’ departure and Strike’s exit.

Mining talks add strategic complexity

If Twenty One moves ahead with Elektron, mining would become a central part of the company’s future. That would give the business a way to produce bitcoin directly, rather than only buying and holding it. It could also create operational exposure to energy markets and mining hardware performance.

Mining can strengthen a bitcoin-focused company when power contracts are favorable, machines are efficient and bitcoin prices are supportive. But it can become difficult when network competition rises, electricity costs increase or bitcoin weakens. The industry’s economics are also affected by post-halving reward reductions, which force miners to rely more heavily on scale, efficiency and low-cost power.

For Twenty One, the appeal of Elektron is understandable. A major mining operation could turn the company from a passive holder into an active producer. It could also help build a broader bitcoin infrastructure company. But the timing and valuation of such a deal will matter. Traders will likely examine whether any acquisition terms protect Twenty One’s existing shareholders and whether the transaction fairly accounts for Elektron’s assets, liabilities and future earnings potential.

The related-party nature of the discussions makes disclosure especially important. Zagury’s dual connection means the board will need to show that any decision is made through appropriate governance channels.

Market focus turns to execution

The immediate market reaction showed that traders are not yet convinced the new structure is stronger than the original plan. The 14% share decline signals concern over a narrower business model and the loss of Strike’s payment network. It also reflects uncertainty around how fast Zagury can turn Twenty One’s bitcoin holdings into a productive operating base.

The next several weeks are likely to be defined by corporate updates rather than broad promises. Daily trading volume, board statements, credit-platform details and any disclosure about Elektron will be closely watched. Traders will also track bitcoin price swings because the company’s reserve remains a major driver of perceived value.

Twenty One’s challenge is now straightforward but difficult. It must prove that a bitcoin treasury company can become an operating business with disciplined risk management, credible governance and reliable sources of return. The company no longer has Strike’s retail payment network as part of the plan, and it has not yet completed an Elektron transaction.

That leaves Zagury with a narrow window to establish confidence. He must show how Twenty One will protect its bitcoin reserve, generate returns from it and expand without taking on excessive risk. For a company whose market value sits well below the estimated value of its bitcoin holdings, the answer could determine whether the discount begins to close or deepens further.


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