SecProbe.io

CORRESP
 1
 filename1.htm

 Twenty One Capital, Inc.

 111 Congress Avenue

 Suite 500

 Austin, Texas 78701

 VIA EDGAR

 February 9, 2026

 Sonia Bednarowski

 Division of Corporation Finance

 Office of Crypto Assets

 U.S. Securities and Exchange Commission

 100 F Street, NE
Washington, D.C. 20549

 Re:
 Twenty One Capital, Inc.

 Registration Statement on Form S-1 (the "Registration
Statement")

 File No. 333-292584

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Twenty One Capital, Inc. (the "Company") hereby requests acceleration of the effective date of the above referenced Registration
Statement to 4:00 p.m., Eastern Time, on February 12, 2026, or as soon thereafter as practicable, or at such other time as the Company
or its outside counsel, Skadden, Arps, Slate, Meagher & Flom (UK) LLP, request by telephone that such Registration Statement be declared
effective.

 Please contact Lorenzo Corte, of Skadden, Arps, Slate, Meagher &
Flom (UK) LLP, outside counsel to the Company, at +44 20 7519 7000, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Jack Mallers

 Name:
 Jack Mallers

 Title:
 Chief Executive Officer

 cc:
 Lorenzo Corte and Maria Protopapa

 Skadden, Arps, Slate, Meagher & Flom (UK) LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 8, 2026

Jack Mallers
Chief Executive Officer
Twenty One Capital, Inc.
111 Congress Avenue, Suite 500
Austin, Texas 78701

 Re: Twenty One Capital, Inc.
 Registration Statement on Form S-1
 Filed January 5, 2026
 File No. 333-292584
Dear Jack Mallers:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sonia Bednarowski at 202-551-3666 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Twenty One Capital, Inc.

 111 Congress Avenue

 Suite 500

 Austin, Texas 78701

 October 17, 2025

 VIA EDGAR

 Rolf Sundwall

 Jason Niethamer

 Sonia Bednarowski

 Sandra Hunter Berkheimer

 Division of Corporation Finance

 Office of Crypto Assets

 U.S. Securities and Exchange Commission

 100 F Street, NE
Washington, D.C. 20549

 RE:
 Twenty One Capital, Inc.

 Registration Statement on Form S-4

 Filed September 15, 2025

 File No. 333-290246

 Dear Sir or Madam:

 This letter is submitted by Twenty One Capital,
Inc. (the " Company "), in response to the comments provided by the staff (the " Staff ") of the Securities
and Exchange Commission (the " Commission ") in its comment letter dated September 29, 2025 (the " Comment Letter ")
with respect to the Company's Registration Statement on Form S-4 publicly filed with the Commission on September 15, 2025. Concurrently
with the filing of this letter, the Company is publicly filing Amendment No. 1 to the Registration Statement on Form S-4 (the " Amendment
No. 1 ") through EDGAR.

 For your convenience the text of the Staff's
comments in the Comment Letter is set forth in bold and italics below, followed immediately in each case by the Company's response.
All references in this letter to page numbers and captions (other than those in the Staff's comments) correspond to the page numbers
and captions in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them
in the Registration Statement. The changes reflected in the Registration Statement include those made in response to the Staff's
comments as well as other updates.

 Risk Factors – Risks Related to Being
a Public Company

 1.
 We note that Pubco's Amended and Restated Certificate of Formation
includes "an enforceable jury trial waiver for any 'internal entity claim.'" Please revise to disclose whether this applies
to claims under the federal securities laws. To the extent that it does not apply to claims under the federal securities laws, please
disclose and tell us how you will make future investors aware that the provision does not apply to claims under the federal securities
laws. In addition, please revise to disclose the TBOC's definition of "internal entity claim" and expand your risk factor disclosure
on pages 77 and 78 to address the material risks of a jury trial waiver, including the possibility of less favorable outcomes, uncertainty
regarding its enforceability, the potential for increased costs to bring a claim and whether it may discourage or limit suits against
you.

 Response: In response to the
Staff's comments, the Company has revised its disclosure on pages 36, 78-80, 179 and 186 of Amendment No. 1. The
Company hereby provides assurance that when the matter of enforceability of jury trial waivers for "internal entity
claims" in federal securities law is finally adjudicated, it will make future investors aware of such final adjudication and
its scope for "internal entity claims" by including such disclosure in its future Exchange Act reports.

 The Organizational Documents Proposals

 2.
 Please revise to add a proposal for the jury trial waiver or tell us
why you do not believe this is required.

 Response: In response to the Staff's
comments, the Company has revised its disclosure on the cover page and pages iii, xv, xxii, 179, and 185-186 of Amendment No. 1.

 Unaudited Pro Forma Condensed Combined
Financial Information

 3.
 We note your response to prior comment 8 that the subscribed share
obligations are equity-linked instruments classified in equity, with no gain or loss recognized in earnings. We also note your response
to prior comment 9 that the future purchase of bitcoin under the PIPE Bitcoin Sale and Additional PIPE Bitcoin Sale agreements would be
accounted for as derivative instruments under ASC 815 with changes in fair value of the derivative, rather than of the underlying bitcoin,
recognized through the statement of operations. Please tell us your consideration of reflecting the transactions described in your response
within your Pro Forma Statements of Operations. Your adjustments CC to the pro forma statement of operations for the period ended June
30, 2025, and adjustments EE and JJ to the pro forma statement of operations for the year ended December 31, 2024 appear to reflect the
receipt of the combined bitcoin subject to these transactions as if they had settled at the beginning of the period, with the change in
fair value of all the bitcoin contemplated in these transactions recognized through earnings in your pro forma statement of operations.

 Response: In response to the Staff's
comments, the Company has removed the Bitcoin fair value adjustments on the Pro Forma Statement of Operations for the period ended June
30, 2025 and the year ended December 31, 2024 and added an adjustment to the Pro Forma Statement of Operations for the year ended December
31, 2024 for the gain on the settlement of the derivative liabilities reflected in Adjustments (G), (O), and (P) on the Pro Forma Balance
Sheet.

 * *
*

 Please contact Lorenzo Corte at +44 20 7519-7000
or via email at lorenzo.corte@skadden.com should you require further information.

 Sincerely,

 /s/ Jack Mallers

 Jack Mallers

 Chief Executive Officer

 Twenty One Capital, Inc.

 cc:
 Steven Meehan

 Chief Financial Officer

 Twenty One Capital, Inc.

 Lorenzo Corte and Maria Protopapa

 Skadden, Arps, Slate, Meagher & Flom (UK) LLP

 2

September 29, 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.
Registration Statement on Form S-4
Filed September 15, 2025
File No. 333-290246
Dear Jack Mallers and Steven Meehan:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 29, 2025 letter.

September 29, 2025
Page 2
Registration Statement on Form S-4
Risk Factors
Risks Related to Being a Public Company, page 35
1.We note that Pubco's Amended and Restated Certificate of Formation includes "an
enforceable jury trial waiver for any 'internal entity claim.'" Please revise to disclose
whether this applies to claims under the federal securities laws. To the extent that it
does not apply to claims under the federal securities laws, please disclose and tell us
how you will make future investors aware that the provision does not apply to claims
under the federal securities laws. In addition, please revise to disclose the TBOC's
definition of "internal entity claim" and expand your risk factor disclosure on pages 77
and 78 to address the material risks of a jury trial waiver, including the possibility
of less favorable outcomes, uncertainty regarding its enforceability, the potential for
increased costs to bring a claim and whether it may discourage or limit suits against
you.
The Organizational Documents Proposals, page 183
2.Please revise to add a proposal for the jury trial waiver or tell us why you do not
believe this is required.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Notes 5 and 6 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed
Combined Statements of Operations, page 213
3.We note your response to prior comment 8 that the subscribed share obligations are
equity-linked instruments classified in equity, with no gain or loss recognized in
earnings. We also note your response to prior comment 9 that the future purchase of
bitcoin under the PIPE Bitcoin Sale and Additional PIPE Bitcoin Sale agreements
would be accounted for as derivative instruments under ASC 815 with changes in fair
value of the derivative, rather than of the underlying bitcoin, recognized through the
statement of operations. Please tell us your consideration of reflecting the transactions
described in your response within your Pro Forma Statements of Operations. Your
adjustments CC to the pro forma statement of operations for the period ended June 30,
2025, and adjustments EE and JJ to the pro forma statement of operations for the year
ended December 31, 2024 appear to reflect the receipt of the combined bitcoin subject
to these transactions as if they had settled at the beginning of the period, with the
change in fair value of all the bitcoin contemplated in these transactions recognized
through earnings in your pro forma statement of operations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

September 29, 2025
Page 3
            Please contact Rolf Sundwall at 202-551-3105 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related
matters. Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at
202-551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

Twenty One Capital, Inc.

111 Congress Avenue

Suite 500

Austin, Texas 78701

September 12, 2025

VIA EDGAR

Rolf Sundwall

Jason Niethamer

Sonia Bednarowski

Sandra Hunter Berkheimer

Division of Corporation Finance

Office of Crypto Assets

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    Twenty One Capital, Inc.

Amendment No. 1 to Draft Registration Statement on Form
S-4 Submitted August 12, 2025

CIK No. 0002040457

Dear Sir or Madam:

This letter is submitted by Twenty One Capital,
Inc. (the “Company”), in response to the comments provided by the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) in its comment letter dated August 29, 2025 (the “Comment Letter”)
with respect to Amendment No. 1 to the Company’s Draft Registration Statement on Form S-4 as confidentially submitted with the Commission
on August 12, 2025. Concurrently with the filing of this letter, the Company is publicly filing a Registration Statement on Form S-4 (the
“Registration Statement”) through EDGAR.

For your convenience the text of the Staff’s
comments in the Comment Letter is set forth in bold and italics below, followed immediately in each case by the Company’s response.
All references in this letter to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers
and captions in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them
in the Registration Statement. The changes reflected in the Registration Statement include those made in response to the Staff’s
comments as well as other updates.

Summary of the Proxy Statement/Prospectus

 1. We
note your revised disclosure in response to prior comment 18. Please revise to clarify what you mean by “where permissible”
on pages 32 and 159 in regards to the Conditions to Each Party’s Obligations section.

Response: In response to the Staff’s
comments, the Company has revised its disclosure on pages 31 and 159 of the Registration Statement. In addition, the Company notes for
the Staff that there are no contractual limitations on which conditions can be waived. The inclusion of “where permissible”
reflects the language of the Business Combination Agreement, which was intended to mean “where permissible pursuant
to applicable law.”

Risk Factors

 2. We
note your revised disclosure on page 55 in response to prior comment 22 and your revised disclosure on page 238 in response to prior
comment 44. Please disclose quantitative information regarding the insurance coverage of Pubco’s bitcoin holdings provided by Anchorage.

Response: The Company respectfully advises
the Staff that the Company considers insurance coverage limits to be commercially sensitive information, which, if disclosed, likely would
cause substantial harm to the Company. For example, such disclosure could increase the likelihood that the Company becomes a target of
malicious acts by third-party actors and could allow the Company’s competitors to obtain otherwise confidential information regarding
the Company’s policies and operations. Furthermore, the Company respectfully advises the Staff that disclosure of insurance coverage
limits is not necessary for a reasonable investor’s understanding of the Company’s business or evaluation of an investment
in its common stock, as the Company has disclosed the types of losses covered by Anchorage’s  insurance policies. Nonetheless, the
Company undertakes to supplementally provide information regarding insurance coverage limits to the Staff upon request.

The NTA Proposal

 3. We
note your response to prior comment 27. Please revise your disclosure here and throughout, as appropriate, to highlight the risk that
if the amount in the trust falls below $5,000,001 as a results of the redemptions, CEP may no longer meet the Nasdaq listing standards
and CEP Ordinary Shares may be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. In addition, expand your disclosure
to fully address the impact to CEP and its investors if CEP Ordinary Shares are “penny stock.”

Response: We note that the NTA
provision in CEP’s Memorandum and Articles is not based on CEP’s status alone, nor is it necessarily based on the
pre-closing status of CEP. Instead, Section 49.5 of the Memorandum and Articles provides that the net tangible assets of CEP or any
entity that succeeds the Company as a public company (i.e., Pubco) either immediately prior to or upon consummation of the Business
Combination must be at least $5,000,001. If any of these criteria (CEP or Pubco, prior to or upon consummation of the Business
Combination) is met, the condition will have been satisfied. This NTA condition was included in the Memorandum and Articles to
reduce the likelihood that CEP (or a successor entity) would become subject to the SEC’s “penny stock” rules. The
parties do not expect that either CEP or Pubco will be subject to the “penny stock” rules prior to or upon the
Closing.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and pages iii, xv, xxiii, xxxi, xxxix, xl, 37, 84-85, 115, 170, and 173-175
of the Registration Statement to provide that implementation of the NTA Proposal is contingent on the approval of the Business
Combination Proposal, and the approval of the Merger Proposal. The NTA Proposal will not be approved if such other Proposals are not
approved, and in such scenario, the NTA Amendment will not take effect.

We have also expanded the risk factor disclosure
on these pages to discuss the impact to CEP shareholders if the NTA Amendment is adopted and if either CEP or Pubco securities are deemed
to be “penny stock”.

The Organizational Documents Proposal

 4. We
note your revised disclosure in response to prior comment 7. Please revise to provide a separate vote for each material difference between
the Proposed Organizational Documents and the CEP Memorandum and Articles. In this regard, we note your disclosure on page 182 that combines
each of the material differences into a single resolution.

Response: In response to the Staff’s
comments, the Company has revised its disclosure on the cover page and pages iii, xv, xxiii, 29, 109, and 176-183 of the Registration
Statement.

Unaudited Pro Forma Condensed Combined Financial
Information

 5. We
acknowledge your response to prior comment 28 and revised presentation in your Unaudited Pro Forma Condensed Combined Financial Statements.
Please expand on your descriptions of the individual transactions to which you are giving pro forma effect, and revise your presentation
to reflect each transaction in separate columns. For example, the Transaction Adjustments column includes the effect of the business
combination agreement, equity PIPE agreements, convertible notes subscription agreement, etc., in a single column. Refer to Regulation
S-X, Item 11-02(b)(4)(i).

Response: In response to the Staff’s
comments, the Company has revised the pro forma financial statements on pages 202-205 to reflect the Equity PIPE Agreements and Convertible
Notes subscription Agreements in separate columns.

Notes to Unaudited Pro Forma Condensed Combined
Financial Statements

Note 1 - Description of the Proposed Transactions

 6. We
acknowledge your response to prior comment 35. Please revise your disclosure here and in your discussion of the convertible notes on
page 267 to include the significant terms of the convertible notes, such as duration, interest rate, conversion terms, etc. Refer to
ASC 470-20-50.

Response: In response to the
Staff’s comments, the Company has revised the disclosure on page 206 and page 274 to include the significant terms of the
convertible notes such as interest rate, maturity date, contingency associated with the payment of principal or interest, priority
and conversion terms.

    2

Note 4 - Adjustments to Unaudited Pro Forma
Condensed Combined Balance Sheet as of

March 31, 2025

 7. We
acknowledge your response to prior comment 31. While there is a contractual agreement for the PIPE Investors, your response indicates
that the investors may still choose to pay the purchase price in cash. Please tell us whether the April PIPE Investors have yet to make
an election to pay the purchase price in bitcoin or cash.

Response: In response to the Staff’s
comments, the Company has revised the disclosure to the amounts presented in Adjustment A, on pages 210-213, to reflect that the April
PIPE investors have made the election as to whether they will pay the purchase price in bitcoin or cash.

 8. In
adjustments A, N, O and R, you present the exchange of equity interests for bitcoin under the April PIPE, Contribution, June Pipe and
Additional PIPE agreements at the agreed-upon valuations. Please explain to us why you believe it is appropriate to measure the bitcoin
at the contractual valuation and to recognize the difference in fair value from that contractual valuation through your pro forma earnings,
citing the specific accounting literature you relied upon. In your response, tell us how you considered whether this is a transaction
in your own capital stock under ASC Topic 505-10-25-2.a. or a transaction between entities under common control under ASC Topic 805-50-30-5,
neither of which would result in a recorded gain or loss.

Response: We respectfully acknowledge the
Staff’s comment. We considered the guidance in ASC 505-10 and 815-40 when evaluating whether the exchange of equity interests for
bitcoin under the April PIPE, Contribution, June Pipe and Additional PIPE agreements should be presented at agreed-upon valuations or
contractual value.

ASC 505-10-25-2(a) applies to transactions involving the issuance of an entity’s outstanding equity shares in exchange for consideration.
However, because the subscribed shares were not issued and outstanding at inception, but rather represent obligations indexed to the Company’s
own equity, the instruments fall within the scope of ASC 815-40. Under ASC 815-10-15-74(a) and ASC 815-40-25, the contracts qualify for
the equity classification scope exception and are classified in stockholders’ equity. Accordingly, the transactions do not result
in the recognition of a gain or loss in earnings.

We also considered whether the transfers represent transactions between entities under common control under ASC 805-50-30-5. The PIPE
and Contribution investors are not entities under common control with the Company. Therefore, the guidance on common control transactions
is not applicable.

In the pro forma financial statements, Bitcoin acquired under these agreements is presented at the contractual valuation established in
valuation established in the agreements, as this reflects the fixed exchange terms contractually agreed by the Company and investors.
The offsetting entry is recorded within equity classification consistent with ASC 815-40. To the extent that contractual value differs
from contemporaneous fair value, the difference does not give rise to a recorded gain or loss in earnings.

In summary, we concluded that:

 ● The
subscribed share obligations are equity-linked instruments classified in equity under ASC 815-40, not outstanding shares under ASC 505-10.

 ● The
transactions are not common-control transactions under ASC 805-50.

 ● Bitcoin
is recognized in pro forma financial statements at fair value at of the most recent practicable date with any increase above contractual
value recorded to equity, and no gain or loss is recognized in earnings.

    3

 9. In
adjustments G, P and Q, you recognize bitcoin to be acquired immediately following the closing in exchange for the cash proceeds from
your equity PIPE agreements and your convertible notes agreement based on a contractual valuation. Please explain your presentation referencing
specific accounting guidance. Tell us your consideration of whether the agreement to acquire bitcoin on a future date at an agreed-upon
price could be considered a derivative under ASC Topic 815.

Response: We respectfully acknowledge the
Staff’s comment. We considered the guidance in ASC 815 when evaluating whether the agreements to acquire bitcoin immediately following
the closing of the transaction should be accounted for as derivatives and concluded that the agreement to acquire Bitcoin on a future
date at an agreed-upon price would be considered a derivative under ASC 815.

Specifically, because the PIPE Bitcoin Sale and
Additional PIPE Bitcoin Sale agreements were determined to be freestanding contracts, we evaluated them further under ASC 815-10-15-83
to determine if they meet the definition of a derivative, and under ASC 815-10-15-15 through 15-82A to assess whether any scope exceptions
apply. A summary of our analysis is as follows:

 ● The
agreements contain an underlying (the contractual price of bitcoin) and a notional/payment provision (the number of bitcoin to be delivered).

 ● The
contracts require no initial net investment or one that is smaller than would be required for a direct purchase of bitcoin.

 ● The
contracts permit net settlement through delivery of bitcoin, which is considered an asset that is readily convertible to cash (ASC 815-10-15-119
through 15-139).

Accordingly, the bitcoin purchase arrangements
meet all three characteristics of a derivative under ASC 815-10-15-83. Furthermore, none of the scope exceptions in ASC 815-10-15-15 through
15-82A apply to these agreements. As a result of the determination pursuant to ASC 815, the PIPE Bitcoin Sale and Additional PIPE Bitcoin
Sale agreements are accounted for as derivative instruments within the scope of ASC 815 and recognized as liabilities at inception with
subsequent measurement at fair value to be recognized through the statement of operations. The digital assets were valued at a per Bitcoin
price of $109,958.41 as of the most recent practicable date of September 4, 2025 and a gain was recognized for the difference between
the Bitcoin value and the purchase price which reflects the settlement of the derivative liability at Closing.

Beneficial Ownership of Securities

 10. We
note your revised disclosure in the footnotes on pages 262 and 263 in response to prior comment 46. Please revise footnote 4 to the beneficial
ownership tables on pages 262 and 263 to disclose the natural persons with investment and voting control over the Pubco Class A and Pubco
Class B Stock held by Stellar Beacon LLC.

Response: In response to the Staff’s
comments, the Company has revised its disclosure on pages 265 and 266 of the Registration Statement. The Company advises the Staff that
the Company has been informed that voting and investment power over the shares held by Stellar Beacon LLC is exercised through the three-manager
board of Stellar Beacon LLC by majority vote. The Company has been informed that no natural person is deemed a beneficial owner of the
shares held by Stellar Beacon LLC.

 *     *
*

    4

Please contact Lorenzo Corte at +44 20 7519-7000 or via email at lorenzo.corte@skadden.com
should you require further information.

Sincerely,

    /s/ Jack Mallers

    Jack Mallers

    Chief Executive Officer

    Twenty One Capital, Inc.

    cc:
    Steven Meehan

    Chief Financial Officer

    Twenty One Capital, Inc.

    Lorenzo Corte and Maria Protopapa

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

    5

August 29, 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.
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted August 12, 2025
CIK No. 0002040457
Dear Jack Mallers and Steven Meehan:
            We have reviewed your amended 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 and non-public draft submissions 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. Unless we note otherwise, any references to prior comments are to comments in
our July 30, 2025 letter.

August 29, 2025
Page 2
Amendment No. 1 to Draft Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Conditions to the Closing of the Business Combination, page 31
1.We note your revised disclosure in response to prior comment 18. Please revise to
clarify what you mean by "where permissible" on pages 32 and 159 in regards to the
Conditions to Each Party's Obligations section.
Risk Factors
Risks Related to the Business and Strategy of Pubco
Pubco will face risks relating to the custody of its Bitcoin, page 54
2.We note your revised disclosure on page 55 in response to prior comment 22 and your
revised disclosure on page 238 in response to prior comment 44. Please disclose
quantitative information regarding the insurance coverage of Pubco's bitcoin holdings
provided by Anchorage.
The NTA Proposal
Reason for the NTA Amendment, page 173
3.We note your response to prior comment 27. Please revise your disclosure here and
throughout, as appropriate, to highlight the risk that if the amount in the trust falls
below $5,000,001 as a results of the redemptions, CEP may no longer meet the
Nasdaq listing standards and CEP Ordinary Shares may be "penny stock" pursuant to
Rule 3a51-1 under the Exchange Act. In addition, expand your disclosure to fully
address the impact to CEP and its investors if CEP Ordinary Shares are "penny
stock."
The Organizational Documents Proposal
Required Vote and Recommendation of the CEP Board, page 181
4.We note your revised disclosure in response to prior comment 7. Please revise to
provide a separate vote for each material difference between the Proposed
Organizational Documents and the CEP Memorandum and Articles. In this regard, we
note your disclosure on page 182 that combines each of the material differences into a
single resolution.
Unaudited Pro Forma Condensed Combined Financial Information, page 195
5.We acknowledge your response to prior comment 28 and revised presentation in your
Unaudited Pro Forma Condensed Combined Financial Statements. Please expand on
your descriptions of the individual transactions to which you are giving pro forma
effect, and revise your presentation to reflect each transaction in separate columns.
For example, the Transaction Adjustments column includes the effect of the business
combination agreement, equity PIPE agreements, convertible notes subscription
agreement, etc., in a single column. Refer to Regulation S-X, Item 11-02(b)(4)(i).

August 29, 2025
Page 3
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 - Description of the Proposed Transactions
Convertible Notes Subscription Agreements, page 204
6.We acknowledge your response to prior comment 35. Please revise your disclosure
here and in your discussion of the convertible notes on page 267 to include the
significant terms of the convertible notes, such as duration, interest rate, conversion
terms, etc. Refer to ASC 470-20-50.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of
March 31, 2025, page 208
7.We acknowledge your response to prior comment 31. While there is a contractual
agreement for the PIPE Investors, your response indicates that the investors may still
choose to pay the purchase price in cash. Please tell us whether the April PIPE
Investors have yet to make an election to pay the purchase price in bitcoin or cash.
8.In adjustments A, N, O and R, you present the exchange of equity interests for bitcoin
under the April PIPE, Contribution, June Pipe and Additional PIPE agreements at the
agreed-upon valuations. Please explain to us why you believe it is appropriate to
measure the bitcoin at the contractual valuation and to recognize the difference in fair
value from that contractual valuation through your pro forma earnings, citing the
specific accounting literature you relied upon. In your response, tell us how you
considered whether this is a transaction in your own capital stock under ASC Topic
505-10-25-2.a. or a transaction between entities under common control under ASC
Topic 805-50-30-5, neither of which would result in a recorded gain or loss.
9.In adjustments G, P and Q, you recognize bitcoin to be acquired immediately
following the closing in exchange for the cash proceeds from your equity PIPE
agreements and your convertible notes agreement based on a contractual valuation.
Please explain your presentation referencing specific accounting guidance. Tell us
your consideration of whether the agreement to acquire bitcoin on a future date at an
agreed-upon price could be considered a derivative under ASC Topic 815.
Beneficial Ownership of Securities
Post-Business Combination Beneficial Ownership Table of Pubco, page 262
10.We note your revised disclosure in the footnotes on pages 262 and 263 in response to
prior comment 46. Please revise footnote 4 to the beneficial ownership tables on pages
262 and 263 to disclose the natural persons with investment and voting control over
the Pubco Class A and Pubco Class B Stock held by Stellar Beacon LLC.

August 29, 2025
Page 4
            Please contact Rolf Sundwall at 202-551-3105 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related
matters. Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at
202-551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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