Twenty One Capital Inc-A美股招股说明书(2026-02-12版)

1.00% Convertible Notes due 2030 This prospectus relates to the resale by the selling holders (the “Selling Securityholders”) of up to $464,045,000 in aggregateprincipal 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”), which includes (i) Convertible Notes (the “Subscription Notes”) issuedpursuant to subscription agreements entered into on April22, 2025, by and among the Company and Cantor Equity Partners, Inc., aCayman Islands exempted company (“CEP”), (the “Convertible Notes Subscription Agreements”) with certain investors (the“Convertible NoteInvestors”, and such subscription, the “Initial Convertible Notes PIPE”), (ii) Convertible Notes (the “OptionNotes”) issued pursuant to an option granted by the Company to Convertible Note Investors pursuant to the Convertible NotesSubscription Agreements on a pro rata basis based on such Convertible NoteInvestor’s participation in the Initial ConvertibleNotesPIPE (the “Option”), which Option Notes were fully subscribed for by the Convertible NoteInvestors and Cantor EP Holdings,LLC, a Delaware limited liability company (the “Sponsor”) (pursuant to the Sponsor Convertible Notes Subscription Agreement (asdefined below)), (iii) Convertible Notes issued to the Sponsor upon the consummation of the transactions contemplated by theBusiness Combination Agreement (as defined below) (the “Closing”) pursuant to the Securities Exchange Agreement (as definedbelow). This prospectus also relates to the resale or disposition from time to time by the Selling Securityholders of up to 33,450,252 shares ofClassA common stock of Twenty One Capital, par value $0.01 per share (“Class A Common Stock”) issuable upon conversion of theConvertible Notes. On April22, 2025, CEP, Twenty One Capital, Twenty One Merger Sub D, a Cayman Islands exempted company and wholly ownedsubsidiary of Twenty One Capital (“CEP Merger Sub”), Twenty One Assets, LLC, a Delaware limited liability company (“TwentyOne”), Tether Investments, S.A. de C.V., an El Salvadorsociedad anónima de capital variable(“Tether”), iFinex, Inc., a BritishVirgin Islands company (“Bitfinex” and, together with Tether, the “Sellers”) and, solely for certain limited purposes, Stellar BeaconLLC, a Delaware limited liability company (“SoftBank”), entered into a business combination agreement (as amended on July 26,2025, the “Business Combination Agreement”). Concurrently with the signing of the Business Combination Agreement, (i)CEP, Twenty One Capital and the Sponsor entered into thesponsor support agreement (as amended by Amendment No.1 to Sponsor Support Agreement, dated as of June25, 2025, the“Sponsor Support Agreement”), pursuant to which, among other matters described below, Twenty One Capital and the Sponsoragreed to enter into a Securities Exchange Agreement (the “Securities Exchange Agreement”) at Closing, pursuant to which theSponsor agreed to exchange a number of its shares of Class A Common Stock as determined in accordance with the SecuritiesExchange Agreement (the “Exchange Shares”) in exchange for Convertible Notes (the “Exchange Notes”) equal in value to theproduct of (1)the total number of the Exchange Sharesmultiplied by(2)$10.00 per share, and (ii)Twenty One Capital, CEP andCantor Fitzgerald & Co. (“CF&Co.”) entered into an engagement letter (as amended by the amendment thereto, dated as of June25,2025, the “PIPE Engagement Letter”), which provided, among other matters, CF&Co. may receive Convertible Notes (the“Engagement Letter Notes”), such that the aggregate principal value of the Engagement Letter Notes and the Exchange Notes isequal to the sum of (i)1.5% of the value of the Bitcoin to be contributed by Tether and Bitfinex pursuant to the ContributionAgreement (as defined below), (ii)1.5% of the gross proceeds received by the Company and CEP pursuant to the April PIPEInvestments (as defined below), subject to certain adjustments and (iii) $98,963 in additional consideration. Pursuant to the SecuritiesExchange Agreement, at Closing, the Sponsor exchanged 4,630,000 shares of Class A Common Stock in exchange for $46,300,000principal amount of Convertible Notes. CF&Co. did not receive any Engagement Letter Notes. The Selling Securityholders may offer, sell or distribute all or a portion of the shares of Class A Common Stock or Convertible Notesregistered hereby publicly or through private transactions at prevailing market prices or at negotiated prices or as distributions in kindto their members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering aprospectus with a plan of distribution. We provide more information about how the Selling Securityholders may sell the securities inthe section entitled “Plan of Distribution.” We will pay all fees and expenses and fees in connection with the registration of the Class A Common Stock or the Convertible Note