Twenty One Capital Inc-A美股招股说明书(2026-05-13版)

Prospectus Supplement No. 1(to prospectus dated April 7, 2026) TWENTY ONE CAPITAL, INC1.00% Convertible Notes due 2030 This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 7, 2026(the “Prospectus”), related to (a) 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”) issued pursuant tosubscription agreements entered into on April 22, 2025, by and among the Company and Cantor Equity Partners, Inc., a CaymanIslands 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 “Option Notes”) issued pursuantto an option granted by the Company to Convertible Note Investors pursuant to the Convertible Notes Subscription Agreements on apro rata basis based on such Convertible Note Investor’s participation in the Initial Convertible Notes PIPE (the “Option”), whichOption Notes were fully subscribed for by the Convertible Note Investors and Cantor EP Holdings, LLC, a Delaware limited liabilitycompany (the “Sponsor”) (pursuant to the Sponsor Convertible Notes Subscription Agreement (as defined below)), (iii) ConvertibleNotes issued to the Sponsor upon the consummation of the transactions contemplated by the Business Combination Agreement (asdefined below) (the “Closing”) pursuant to the Securities Exchange Agreement (as defined below) and (b) the resale or dispositionfrom time to time by the Selling Securityholders of up to 33,450,252 shares of ClassA common stock of Twenty One Capital, parvalue $0.01 per share (“Class A Common Stock”) issuable upon conversion of the Convertible Notes, with the information containedin our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on May 13, 2026 (the “QuarterlyReport”). Accordingly, we have attached the Quarterly Report to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in theProspectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our Class A Common Stock is listed on the New York Stock Exchange under the symbol “XXI”. The Convertible Notes are not, andwill not be, listed for trading on any national securities exchange. On May 12, 2026, the closing price of our Class A Common Stockwas $8.35 per share. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and aresubject to reduced public company reporting requirements. Investing in our securities involves risks. See“RISK FACTORS”beginning on page 7 of the Prospectus and in any applicableprospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is May 13, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 Texas36-2506682(State or other jurisdiction of(I.R.S. Employer (Registrant’s telephone number, including area code) N/A Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files.) Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerr