SecProbe.io

July 30, 2025
Jack Mallers
Chief Executive Officer
Twenty One Capital, Inc.
c/o Corporation Service Company
211 East 7th Street, Suite 620
Austin, TX, 78701
Steven Meehan
Chief Financial Officer
Twenty One Assets, LLC
c/o Corporation Service Company
251 Little Falls Drive,
Wilmington, County of New Castle, Delaware, 19808
Re:Twenty One Capital, Inc.
Draft Registration Statement on Form S-4
Submitted July 3, 2025
CIK No. 0002040457
Dear Jack Mallers and Steven Meehan:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.

July 30, 2025
Page 2
Draft Registration Statement on Form S-4
General
1.We note that the CEP Board did not obtain a fairness opinion in connection with its
determination to approve the Business Combination. While we note CEP's disclosure
in its registration statement on Form S-1 (333-280230) that CEP is not prohibited
from pursuing an initial business combination with a business that is affiliated with
Cantor or its affiliates or with its sponsor, officers or directors, including an Affiliated
Joint Acquisition, we also note that in the event that CEP seeks to complete an initial
business combination with a business that is affiliated with Cantor or its affiliates or
with its sponsor, officers or directors, CEP will obtain an opinion from an independent
investment banking firm that the initial business combination is fair to
CEP shareholders from a financial point of view. Please provide your analysis as to
why you believe that Tether is not an affiliate. In this regard, we note from media
reports that Cantor Fitzgerald has a substantial ownership stake in Tether and
that Cantor Fitzgerald acts as the primary custodian and trading partner for Tether's
reserves. We also note your disclosure on page 105 that "Tether and Cantor had
established a relationship in 2021 when Cantor began acting as a custodian and
trading partner for a portion of the U.S. treasuries backing."
2.Please revise to disclose the material terms of the Pubco Incentive Plan.
3.Please revise to use consistent abbreviations and names throughout. For example
purposes only, you appear to alternate between Bitfinex and iFinex to refer to the
same entity and you appear to alternate between Stellar Beacon and SoftBank to refer
to the same entity.
Cover Page
4.Please revise to disclose here and in the Notice of Extraordinary General Meeting of
Shareholders the ownership percentages of Pubco Class A and Pubco Class B Stock
that will be held by (i) the CEP Public Shareholders,(ii) the Sponsor, (iii)  the CEP
officers and directors, (iv) each of the Sellers, (v) the Pipe Investors, and  (vi)
SoftBank and the voting power that (i) the CEP Public Shareholders, (ii) the
Sponsor, (iii)  the CEP officers and directors, (iv) each of the Sellers (v) the Pipe
Investors, and (vi) SoftBank will have following the Business Combination.
5.Please revise to disclose the number of shares of Pubco Class A and Pubco Class B
Stock offered in connection with the Business Combination and the price per share of
each class of Pubco Stock, the value of the consideration that the Sponsor, the CEP
Public Shareholders, Tether, Bitfinex and SoftBank are each receiving in connection
with the Business Combination and the aggregate value of the consideration that
Tether, Bitfinex and SoftBank are receiving.
6.Please revise the cover page to state that the CEP Board did not receive an outside
report, opinion or appraisal materially relating to the fairness of the consideration to
be offered to the CEP shareholders. Please refer to Item 1604(a)(1) of Regulation S-K.

July 30, 2025
Page 3
Notice of Extraordinary General Meeting of Shareholders, page i
7.Please revise the Notice of Extraordinary General Meeting of Shareholders to list out
each separate proposal that the CEP Shareholders will consider and vote upon
pursuant to the Organizational Documents Proposal. In addition, please add proposals
to the Organizational Documents Proposal that address the (i) changes to the size and
composition of the board, (ii) the change from a classified board to an unclassified
board, (iii) the change that the board is elected by a plurality of the votes cast by
holders of Shares of Pubco Class B Stock, (iv) the changes related to the parties that
may call a special meeting of shareholders, (v) the changes to the quorum of the
board, (vi) the changes to the notice of shareholder actions and meetings and (vii) the
changes to the exclusive forum provision. Alternatively, please tell us why
you believe that such matters are not material.
Questions and Answers About the Proposals
What vote is required to approve the proposals presented at the Meeting, page xxx
8.It appears that your disclosure on page xxx that the Organizational Documents
Proposal requires the affirmative vote of a majority of the issued and outstanding CEP
Ordinary Shares as of the Record Date present in person or by proxy and voted at the
Meeting is inconsistent with your disclosure elsewhere that the Organizational
Documents Proposal is a non-binding advisory vote. Please revise for clarity and
consistency or advise.
Do I have appraisal rights if I object to the proposed Business Combination, page xli
9.Please revise your disclosure on pages xli and 102 to clarify whether the holders of
record of CEP Class A Ordinary Shares have appraisal rights in connection with the
special resolution to approve the Merger Proposal, and, if so, how such rights are
exercised.
How do I exercise my redemption rights, page xli
10.Please revise here and on page 101 to address the restriction of CEP Shareholders
acting in concert or as a "group" (as defined under Section 13 of the Exchange Act)
from redeeming shares with respect to more than an aggregate of 25% of the CEP
Class A Ordinary Shares.
The Transactions
Related Agreements, page 2
11.Please expand this section to include a summary of the agreements with CF&Co.
Convertible Notes Subscription Agreements, page 3
12.Please revise to summarize the material terms of the Convertible Notes Subscription
Agreements, including the term, Pubco's obligation to repurchase the Convertible
Notes at the Convertible Note Investor's option, the calculation for the conversion
ratio, the collateral securing the Convertible Notes, and the Sponsor's rights and
obligations in connection with the Sponsor Convertible Note Subscription
Agreement.

July 30, 2025
Page 4
Equity PIPE Subscription Agreements, page 3
13.Please revise here to include a summary of the Initial Pipe Bitcoin and the Option
PIPE Bitcoin Agreements with Tether.
Amended and Restated Registration Rights Agreement, page 4
14.Please revise to disclose the number of shares of Pubco Class A Stock that will be
subject to the Amended and Restated Registration Rights Agreement.
Service Agreement, page 5
15.Please revise your disclosure under this heading to include a brief summary of the
services that Tether will provide Pubco following the merger pursuant to the Service
Agreement and disclose the term of the Service Agreement.
Organizational Structure, page 11
16.Please revise the organizational charts on pages 11 and 12 to show the ownership of
Pubco by the Equity PIPE Investors, Tether, Bitfinex, the CEP Public Shareholders,
the Sponsor, Softbank, the Convertible Note Investors.
The CEP Board's Reasons for Approval of the Transactions
Volatility of Bitcoin Price, page 22
17.Please revise to include quantitative information related to the volatility of bitcoin
here or include a cross reference to where the volatility of bitcoin is disclosed.
Conditions to Closing of the Business Combination, page 28
18.Please revise your disclosure on pages 28 and 29 to identify which of the conditions to
the Closing may be waived. In addition, please revise to include a definition of
"Material Adverse Effect" here.
Risk Factors, page 41
19.Please add separately captioned risk factors that address the risks of attacks due to the
levels of concentration of bitcoin ownership such as the possibility of a bitcoin owner
obtaining control over the bitcoin network, and the risks of hard forks, front-
running and wash-trading.
20.Please add a risk factor that addresses the risks related to Pubco's exclusive forum
provision in its Amended and Restated Certificate of Formation.
Risks Related to the Business and Strategy of Pubco
Pubco's operating results, revenues and expenses may significantly fluctuate, page 42
21.Please revise to provide updated risk factor disclosure regarding the SEC's
enforcement actions against Coinbase, Inc., Binance Holdings, Ltd. and Kraken here
and on page 60, as applicable.
Pubco will face risks relating to the custody of its Bitcoin, page 50
22.Please expand this risk factor to address the specific insurance coverage of Pubco's
bitcoin holdings that Anchorage will provide.

July 30, 2025
Page 5
Bitcoin's status as a "security" in any relevant jurisdiction, page 57
23.Please revise to clarify here and throughout that a crypto asset may be determined to
be offered and sold as a security instead of referring to a crypto asset as being deemed
to be a security. In addition, please describe your risk-based process for determining
whether a crypto asset is offered and sold as a security. Also remove your disclosure
that "[t]he SEC generally does not provide advance guidance or confirmation on its
assessment of the status of any particular crypto asset, product or service as a
security" as the Commission and staff have issued reports, orders, and statements
that provide guidance on when a crypto asset may be offered and sold as a security for
purposes of the U.S. federal securities laws.
Risks Related to the Business Combination
CEP, Twenty One, Tether and SoftBank will incur transaction costs, page 68
24.Please revise to include an estimate of the costs that each of the parties to the Business
Combination Agreement has incurred and expects to incur in connection with the
consummation of the Business Combination.
Background of the Business Combination, page 105
25.We note your disclosure on page 126 regarding the material relationships that existed
and continue to exist between CF&Co. and Tether and SoftBank that are unrelated to
the Business Combination. Please revise to disclose here the compensation paid to
CF&Co. as a result of such material relationships.
26.Please add disclosure to describe the negotiations regarding the ownership of the CEP
Public Shareholders, the Sponsor, the Sellers and Softbank in Pubco.
The NTA Proposal, page 156
27.Please expand your disclosure to discuss the reasons for the NTA Proposal. In
addition, please tell us why the CEP Ordinary Shares will not be "penny stock"
pursuant to Rule 3a51-1 under the Exchange Act if CEP's NTA is less
than $5,000,001. In this regard, we note that the NTA Proposal is not conditioned
upon any other Proposals and that, even if the Business Combination Proposal or
other Proposals are not approved, the NTA Amendment may be made to the CEP
organizational documents if approved. If the amount in the trust falls below
$5,000,001 as a result of redemptions, CEP would likely no longer meet the Nasdaq
listing standards. At that point, it is possible that CEP would become a penny stock.
Please revise your disclosure here, in your Questions and Answers section, your risk
factors section and throughout as appropriate to clearly discuss the impact that the
trust falling below $5,000,001 would have upon CEP's listing on Nasdaq and discuss
the consideration given to this possibility in the CEP Board's determination to propose
to remove this provision from its organizational documents. Please provide clear
disclosure that removal of this provision could result in CEP's securities falling within
the definition of penny stock and clearly discuss the related risks to CEP and its
investors.

July 30, 2025
Page 6
Unaudited Pro Forma Condensed Combined Financial Information, page 176
28.We note the various agreements describing the transaction beginning on page 172 and
in Note 1 on page 180. Please revise your presentation to include separate columns
for each transaction for which pro forma presentation is required. Refer to Regulation
S-X, Item 11-02(b)(4)(i).
29.Please tell us what consideration you gave to providing unaudited pro forma
condensed combined financial information that presents the different range of possible
redemption results (i.e., 25%, 50% and 75%). Refer to Regulation S-X, Item 11-
02(a)(10).
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 - Description of the Proposed Transactions, page 180
30.Please confirm for us that the 31,500 bitcoin contributed in exchange for Pubco
common stock will occur prior to the closing of the Business Combination
Agreement.
Note 4 - Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet, page
184
31.You disclose that proceeds from the Equity PIPE agreements can be settled in cash or
bitcoin. Please tell us whether the quantities of bitcoin expected to be received in
adjustments A and O are contractual or probable under the agreements.
32.You present the purchase of bitcoin with proceeds from the convertible notes and
equity PIPE agreements in adjustments G, P, and Q. Please tell us whether these
purchases are probable or are contractual under the related agreements.
33.If you determine that the bitcoin acquired  is probable rather than contractual, please
explain to us how these acquisitions of bitcoin qualify as transaction adjustments
reflecting the transactions being presented in your pro forma condensed combined
financial statements.
34.You report the difference in fair value of bitcoin in adjustments U and V between the
valuation dates in the underlying agreements and fair value as of March 31 and June
30, 2025 as an adjustment to Digital Assets offset by an adjustment to Accumulated
Deficit. Please explain to us your consideration of ASC 350-60-10-35-1 and
Regulation S-X Item 11-02(a)(6)(i)(A) and (B) in calculating these adjustments and in
recognizing the change in fair value through Accumulated Deficit.
35.We note the disclosure that you are still assessing the accounting treatment of the
Convertible Notes. Please provide us with your analysis of the proposed accounting
treatment you intend to apply for the issuance of the Convertible Notes and revise
your disclosure accordingly.
Note 5 and 6 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed
Combined Statements of Operations, page 187
Your adjustments CC and FF for the three months ended March 31, 2025 and
adjustment EE for the year ended December 31, 2024 appear to reflect the change in
fair value of your proposed bitcoin investments from the contractual valuation dates 36.

July 30, 2025
Page 7
through the pro forma periods. Please provide your analysis as to how the fair value
adjustments comply with the pro forma guidance in Regulation S-X. In that regard,
Item 11-02(a)(6)(i)(A) and (B) indicate that for a probable transaction, pro forma
adjustments should be calculated using the most recent practicable date prior to the
effective date, qualification date or mail date. As such, it is unclear why any change in
fair value of intangible assets would be recorded in your unaudited pro forma
condensed combined statements of operations.
Information Related to Twenty One
Our Business Strategies, page 211
37.We note your disclosure that "Tw