As filed with the Securities and Exchange Commission on September 12, 2025.

Registration No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Twenty One Capital, Inc.
(Exact name of registrant as specified in its charter)

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For co-registrant, see “Table of Co-Registrant” on the following page.

Twenty One Capital, Inc.
111 Congress Avenue, Suite 500
Austin, Texas 78701
(206) 552-9859
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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C T Corporation System
1999 Bryan Street, Suite 900
Dallas, TX 75201-3136
(214) 979-1172
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant and co-registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF CO-REGISTRANT

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(1)      The co-registrant has the following principal executive offices: Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware, 19808.

(2)      The agent for service for the co-registrant is: Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware, 19808.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell or issue these securities offered by this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS, SUBJECT TO COMPLETION, 
DATED SEPTEMBER 12, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
CANTOR EQUITY PARTNERS, INC.
AND
PROSPECTUS FOR UP TO 315,116,673 SHARES OF CLASS A COMMON STOCK OF TWENTY ONE CAPITAL, INC.

To the Shareholders of Cantor Equity Partners, Inc. (“CEP Shareholders”):

You are cordially invited to attend the extraordinary general meeting (the “Meeting”) of the shareholders of Cantor Equity Partners, Inc., a Cayman Islands exempted company (“CEP”), which will be held at           , Eastern Time, on           , 2025. The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 and virtually over the Internet by means of a live audio webcast. You or your proxyholder will be able to attend and vote at the Meeting in person or by visiting https://www.cstproxy.com/cantorequitypartners/2025 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. This proxy statement/prospectus includes additional instructions on how to access the Meeting and how to listen, vote and submit questions from home or any remote location with Internet connectivity.

CEP is a Cayman Islands exempted company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as an “acquisition target.”

On April 22, 2025, CEP, Twenty One Capital, Inc., a Texas corporation (“Pubco”), Twenty One Merger Sub D, a Cayman Islands exempted company and wholly owned subsidiary of Pubco (“CEP Merger Sub”), Twenty One Assets, LLC, a Delaware limited liability company (the “Company” or “Twenty One”), Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (“Tether”), iFinex, Inc., a British Virgin Islands company (“Bitfinex” and, together with Tether, the “Sellers”) and, solely for certain limited purposes, Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”), entered into a business combination agreement (as amended, restated or otherwise modified from time to time, the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, upon the consummation of the transactions contemplated thereby (the “Closing”), (i) CEP will merge with and into CEP Merger Sub, with CEP Merger Sub continuing as the surviving entity (such surviving entity, the “CEP Surviving Subsidiary,” such transaction, the “CEP Merger”), as a result of which CEP Shareholders will receive one share of Class A common stock of Pubco, par value $0.01 per share (“Pubco Class A Stock”) for each Class A ordinary share of CEP, par value $0.0001 per share (“CEP Class A Ordinary Shares”) held by such CEP Shareholder, and (ii) Twenty One will merge with and into CEP Merger Sub C, Inc., a Delaware corporation and an indirect subsidiary of CEP (“Company Merger Sub”), with Company Merger Sub continuing as the surviving company (such surviving company, the “Company Surviving Subsidiary,” such transaction, the “Company Merger” and the Company Merger together with the CEP Merger, the “Mergers”), as a result of which the Sellers will receive shares of Pubco Class A Stock and Class B common stock of Pubco, par value $0.01 per share (“Pubco Class B Stock”) in exchange for their membership interests in the Company. Immediately following completion of the Mergers and the other transactions contemplated by the Business Combination Agreement, CEP Surviving Subsidiary and Company Surviving Subsidiary will become wholly owned subsidiaries of Pubco and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

In addition, on April 22, 2025, Pubco and CEP entered into subscription agreements (the “Convertible Notes Subscription Agreements”) with certain investors (the “Convertible Note Investors”), who have agreed to make a private investment in Pubco by purchasing 1.00% convertible senior notes due 2030 (the “Convertible Notes”) with an aggregate principal amount of $340.2 million (the “Subscription Notes” and such subscription, the “Initial Convertible Notes PIPE” and together with the option for the Option Notes (as defined below), the exchange for the Exchange Notes (as defined below) and any issuance of the Engagement Letter Notes (as defined below), the “Convertible Notes PIPE”). Pursuant to the Convertible Notes Subscription Agreements, Pubco granted the Convertible Note Investors an option to purchase up to an aggregate of $100 million additional principal amount of Convertible Notes (the “Option Notes”) at any time before May 22, 2025 (the “Option Period”) on a pro rata basis based on such Convertible Note Investor’s participation in the Initial Convertible Notes PIPE, which Option Notes have been fully subscribed for by the Convertible Note Investors and the Sponsor (the “Option”). In connection therewith, on May 22, 2025, the Sponsor entered into a subscription agreement (the “Sponsor Convertible Notes Subscription Agreement”) on substantially the same terms as the Convertible Notes Subscription Agreements with respect to its pro rata allotment of the Option Notes.

On April 22, 2025, Pubco and CEP also entered into subscription agreements (the “April Equity PIPE Subscription Agreements,” and, together with the Convertible Notes Subscription Agreements, the “April PIPE Subscription Agreements”) with certain investors (the “April Equity PIPE Investors” and together with the Convertible Note Investors, the “April PIPE Investors”), who have agreed to make a private investment in CEP by purchasing 20,000,000 CEP Class A Ordinary Shares (the “April Equity PIPE Shares”) for $200 million in the aggregate, which includes the value of an aggregate of 347.6168 Bitcoin (the “April In-Kind PIPE Bitcoin”) invested by certain April Equity PIPE Investors instead of cash (the “April Equity PIPE” and together with the Convertible Notes PIPE, the “April PIPE Investments”). On June 19, 2025, CEP and Pubco entered into subscription agreements (the “June Equity PIPE Subscription Agreements” and, together with the April PIPE Subscription Agreements and the Sponsor PIPE Subscription Agreement, the “PIPE Subscription Agreements”) with certain investors (the “June Equity PIPE Investors,” together with the April Equity PIPE Investors and the Convertible Note Investors, the “PIPE Investors”), pursuant to which CEP agreed to issue, and the June Equity PIPE Investors agreed to purchase, 7,857,143 CEP Class A ordinary shares (the “June Equity PIPE Shares”) for an aggregate purchase price of $165 million ($21.00 per share), which includes the value of an aggregate of 132.9547 Bitcoin (the “June In-Kind PIPE Bitcoin” and together with the April In-Kind PIPE Bitcoin, the “In-Kind PIPE Bitcoin”) invested by certain June Equity PIPE Investors instead of cash (the “June Equity PIPE,” together with the April Equity PIPE, the “Equity PIPEs,” and collectively with the Convertible Notes PIPE, the “PIPE Investments”). The April Equity PIPE Investors and June Equity PIPE Investors confirmed, at the time of entering into their respective subscription agreements, the amounts, if any, that they will contribute as In-Kind PIPE Bitcoin.

Pursuant to the Business Combination Agreement, (i) Tether has purchased 4,812.220927 Bitcoin (the “Initial PIPE Bitcoin”) for an aggregate purchase price of $458.7 million (the “Initial PIPE Net Proceeds”), being equal to the aggregate gross cash proceeds of the Initial Convertible Notes PIPE and the April Equity PIPE less a holdback of $52 million, and, at Closing, Tether will sell the Initial PIPE Bitcoin to Pubco for an amount equal to the Initial PIPE Net Proceeds, and (ii) Tether has purchased 917.47360612 Bitcoin (the “Option PIPE Bitcoin”) for an aggregate purchase price of $99.5 million (the “Option PIPE Net Proceeds”), being equal to the gross proceeds of the Option Notes less a holdback of $500,000, and, at Closing, Tether will sell the Option PIPE Bitcoin to Pubco at a purchase price equal to the Option PIPE Net Proceeds.

On June 23, 2025, Tether, Pubco, SoftBank and, solely for certain limited purposes, CEP, entered into a sale and purchase agreement (the “June PIPE Bitcoin Sale and Purchase Agreement”), pursuant to which Tether has purchased 1,381.15799423 Bitcoin (the “June PIPE Bitcoin” and together with the Initial PIPE Bitcoin and the Option PIPE Bitcoin, the “PIPE Bitcoin”) for an aggregate purchase price of approximately $147.5 million (the “June PIPE Net Proceeds”) being the aggregate gross cash proceeds of the June Equity PIPE less a holdback of $3.3 million. At the Closing and upon the funding of the June Equity PIPE, Pubco shall purchase from Tether the June PIPE Bitcoin for an aggregate price equal to the June PIPE Net Proceeds.

The sale of the Initial PIPE Bitcoin, the Option PIPE Bitcoin and the June PIPE Bitcoin by Tether to Pubco are referred to herein as the “PIPE Bitcoin Sale.” Pursuant to the Business Combination Agreement, Tether agreed to purchase a number of Bitcoin equal to the Additional PIPE Bitcoin, if the sum of the Initial PIPE Bitcoin and the Option PIPE Bitcoin is less than 10,500 Bitcoin. Tether has purchased the Additional PIPE Bitcoin and immediately prior to Closing, Tether will contribute such amount of Bitcoin to Pubco at Closing (such contribution, the “Additional PIPE Bitcoin Sale”) in exchange for additional shares of Pubco Class A Stock and Pubco Class B Stock.

Contemporaneously with the execution of the Business Combination Agreement, Tether, Bitfinex and the Company entered into a Contribution Agreement (the “Contribution Agreement”), pursuant to which, immediately prior to the Closing, Tether and Bitfinex will contribute to the Company 24,500 Bitcoin and 7,000 Bitcoin, respectively, in exchange for (i) in the case of Tether, 208 class A common membership interests of the Company (“Company Class A Interests”) and 208 class B common membership interests of the Company (“Company Class B Interests”), and (ii) in the case of Bitfinex, 59 Company Class A Interests and 59 Company Class B Interests.

Concurrently with the signing of the Business Combination Agreement, (i) CEP, Pubco and Cantor EP Holdings, LLC (the “Sponsor”) entered into the sponsor support agreement (as amended by Amendment No. 1 to Sponsor Support Agreement, dated as of June 25, 2025, the “Sponsor Support Agreement”), pursuant to which, among other matters described below, Pubco and Sponsor agreed to enter into a Securities Exchange Agreement (the “Securities Exchange Agreement”) at Closing, pursuant to which Sponsor will exchange a number of its shares of Pubco Class A Stock as determined in accordance with the Securities Exchange Agreement (the “Exchange Shares”) in exchange for Convertible Notes (the “Exchange Notes”) equal in value to the product of (1) the total number of the Exchange Shares

multiplied by (2) $10.00 per share, and (ii) Pubco, CEP and Cantor Fitzgerald & Co. (“CF&Co.”) entered into an engagement letter (as amended by the amendment thereto, dated as of June 25, 2025, the “PIPE Engagement Letter”), pursuant to which, 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 is equal to the sum of (i) 1.5% of the value of the Bitcoin to be contributed by Tether and Bitfinex pursuant to the Contribution Agreement (as defined below), (ii) 1.5% of the gross proceeds received by Pubco and CEP pursuant to the April PIPE Investments, subject to certain adjustments and (iii) $98,963 in additional consideration. Assuming no redemptions of any Public Shares (as defined below) and that all PIPE Investors fund their commitments in their PIPE Subscription Agreements, the Sponsor would exchange 4,630,000 shares of Pubco Class A Stock for Exchange Notes with an aggregate principal amount of $46,300,000 and CF&Co. will not receive any Engagement Letter Notes. With the inclusion of the Subscription Notes, Option Notes, Exchange Notes and Engagement Letter Notes, the total aggregate principal value of the Convertible Notes will be $486.5 million.

The Sponsor Support Agreement also provides that, among other things, (i) the Sponsor will vote its CEP Class A Ordinary Shares, and its Class B ordinary shares of CEP, par value $0.0001 per share (“CEP Class B Ordinary Shares” and, together with the CEP Class A Ordinary Shares, the “CEP Ordinary Shares”) in favor of the adoption and approval of the Business Combination Agreement and the Business Combination and each of the other proposals to be approved by CEP Shareholders at the Meeting (the “CEP Shareholder Approval Matters”), (ii) the Sponsor will vote its CEP Ordinary Shares against any alternative transactions, (iii) the Sponsor will comply with the restrictions imposed by the letter agreement, dated as of August 12, 2024, by and among CEP, the Sponsor and the then current directors and executive officers of CEP (the “Insider Letter”), including with respect to the restrictions on transfer and redemption of CEP Ordinary Shares in connection with the Business Combination, (iv) prior to the Closing, the Sponsor will amend the Insider Letter to reduce the post-Closing lock-up period applicable to the shares of Pubco Class A Stock received by the Sponsor in exchange for its CEP Class B Ordinary Shares (the “Founder Shares”) from 12 months to six months, and (v) subject to and conditioned upon the Closing, any loans outstanding from the Sponsor to CEP shall be repaid as follows: (a) with respect to the amended and restated promissory note, dated November 5, 2024, and effective as of August 12, 2024 (the “Sponsor Loan”), the aggregate amount owed by CEP, as set forth on the pre-Closing statement to be delivered by CEP prior to the Closing (the “CEP Pre-Closing Statement”), will be automatically converted, immediately prior to the CEP Merger, into CEP Class A Ordinary Shares at $10.00 per share, and that upon the issuance and delivery of such CEP Class A Ordinary Shares to the Sponsor, the Sponsor Loan will be deemed satisfied in full, provided, however, that the portion of the Sponsor Loan that is drawn by or on behalf of CEP to pay for any fees, costs or expenses of the U.S. Securities and Exchange Commission (the “SEC”) and The Nasdaq Stock Market LLC pursuant to the Business Combination Agreement will be repaid in cash at the Closing in accordance with the Business Combination Agreement and (b) with respect to all other loans of the Sponsor to CEP, all amounts outstanding thereunder as of the Closing, as set forth on the CEP Pre-Closing Statement, will be repaid in cash at the Closing in accordance the Business Combination Agreement.

Contemporaneously with the execution of the Business Combination Agreement, Tether and SoftBank entered into a sale and purchase agreement, as amended and restated on June 23, 2025, pursuant to which, among other things, immediately following the Closing, Tether will transfer to SoftBank an equal number of shares of Pubco Class A Stock and Pubco Class B Stock, and SoftBank will pay Tether consideration calculated based on a formula described thereunder.

Concurrently with the Closing, Tether, Bitfinex and SoftBank will each enter into a Lock-Up Agreement with Pubco, pursuant to which each Seller and SoftBank will agree that the shares of Pubco Class A Stock received by each Seller and the shares of Pubco Class A Stock transferred by Tether to SoftBank will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions.

Concurrently with the Closing, CEP, Pubco, the Sponsor, each Seller and SoftBank will enter into an Amended and Restated Registration Rights Agreement that will amend and restate the registration rights agreement, dated as of August 12, 2024, by and between CEP and the Sponsor.

Concurrently with the Closing, Pubco and Tether will enter into a Services Agreement, pursuant to which Tether will agree to provide, or cause to be provided, certain services to Pubco and its subsidiaries in exchange for a services fee in the amount of $30,000 per calendar quarter or such other amount as may be agreed by the parties thereto.

Upon the completion of the Business Combination and the consummation of the PIPE Investments, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription

Agreements, that no Convertible Notes are converted into shares of Pubco Class A Stock and that no shares of Pubco Class A Stock are issued pursuant to the Twenty One Capital, Inc. 2025 Stock Incentive Plan, to be adopted prior to Closing, as amended from time to time (the “Incentive Plan”), (i) Public Shareholders, (ii) the April Equity PIPE Investors, (iii) the June Equity PIPE Investors, (iv) the Sponsor and its Affiliates, (v) the directors and officers of CEP, (vi) the Sellers and (vii) SoftBank, in each case, will own approximately 2.9%, 5.8%, 2.3%, 1.1%, 0%, 65.6% and 22.3% of the issued and outstanding shares of Pubco Class A Stock, respectively and approximately 0%, 0%, 0%, 0%, 0%, 74.7% and 25.3% of the issued and outstanding shares of Pubco Class B Stock, respectively.

Each holder of shares of Pubco Class A Stock will have no voting rights except as required by the TBOC, until all shares of Pubco Class B Stock are canceled. Once all shares of Pubco Class B Stock are canceled, holders of Pubco Class A Stock will acquire full voting rights. Each holder of shares of Pubco Class B Stock will be entitled to one vote for each share of Pubco Class B Stock held of record by such holder on all matters on which stockholders are generally entitled to vote. Therefore under the above assumptions, (i) Public Shareholders, (ii) the April Equity PIPE Investors, (iii) the June Equity PIPE Investors, (iv) the Sponsor and its Affiliates, (v) the directors and officers of CEP, (vi) the Sellers and (vii) SoftBank, in each case, will have approximately 0%, 0%, 0%, 0%, 0%, 74.7% and 25.3% of the voting power of Pubco, respectively, following the Business Combination.

The price per share of Pubco Class A Stock is $10.00 per share for (i) Public Shareholders, (ii) the April Equity PIPE Investors, (iii) the Sponsor and its Affiliates, (iv) the directors and officers of CEP, (v) the Sellers and (vi) SoftBank, and $21.00 per share for the June Equity PIPE Investors.

The value of the consideration that the Public Shareholders are each receiving in connection with the Business Combination is thus $10.00 per share.

The aggregate value of the total consideration that the Sponsor and its Affiliates will receive, comprising shares of Pubco Class A Stock valued at $10.00 per share, Convertible Notes issued pursuant to the Securities Exchange Agreement valued based on the aggregate principal amount of such Convertible Notes and the cash fees to be paid to CF&Co. as further described herein, is $121,359,052, assuming, among other things, that the Sponsor Loan is fully drawn (for a maximum amount of $1,750,000), that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, no amount is drawn under the Sponsor Note and that all PIPE Investors fund their commitments in their PIPE Subscription Agreements.

The value of the consideration that Tether, Bitfinex and SoftBank will each receive, comprising an equal number of shares of Pubco Class A Stock and Pubco Class B Stock, together valued at $10.00 per share, is $1,682,703,800, $594,044,990 and $771,778,800, respectively. Pursuant to the Business Combination Agreement, (i) Bitfinex will receive an equal number of shares of both Pubco Class A and Pubco Class B Stock equal to the dollar value of 7,000 Bitcoin pursuant to the Contribution Agreement, using the Signing Bitcoin Price, divided by $10.00 and (ii) Tether will initially receive an equal number of shares of both Pubco Class A and Pubco Class B Stock equal to the combined dollar value of its 24,500 Bitcoin contribution pursuant to the Contribution Agreement (which comprises 14,000 Bitcoin contributed on its behalf and 10,500 Bitcoin contributed in contemplation of the SoftBank Purchase Agreement), using the Signing Bitcoin Price, divided by $10.00. Tether will transfer a portion of these shares (consisting of an equal number of Pubco Class A and Pubco Class B Stock) as SoftBank Shares to SoftBank pursuant to the SoftBank Purchase Agreement. The calculation for the SoftBank Shares begins with the Base Share Amount, which is the lesser of the dollar value of 10,500 Bitcoin (using the average Bitcoin Price for the ten-day period ending on the business day immediately before the Closing) or $1 billion, divided by $10.00. This Base Share Amount is then reduced by any Net Settlement Shares (a reduction SoftBank can elect in lieu of a cash payment for accrued interest costs including the SoftBank Bitcoin Cost Amount and the PIPE Bitcoin Cost Amount), and by any Withholding Shares for taxes. The consideration amount of $771,778,800, assumes 77,177,880 shares of Pubco Class A Stock and Pubco Class B Stock are transferred to SoftBank by Tether pursuant to the SoftBank Purchase Agreement, calculated assuming (a) a Bitcoin Price as of the day immediately before Closing of $109,958.41, (b) that SoftBank pays the SoftBank Bitcoin Cost Amount and PIPE Bitcoin Cost Amount in cash rather than by reducing the number of shares transferred by Tether to SoftBank, and (c) that there are no Withholding Shares (as defined in the SoftBank Purchase Agreement). The aggregate value of the consideration that Tether, Bitfinex and SoftBank are receiving through the shares of Pubco they will own at Closing is $3,048,527,590.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Meeting scheduled to be held on           , 2025.

The CEP Class A Ordinary Shares are currently listed on The Nasdaq Global Market under the symbols “CEP.” If Pubco’s application for listing is approved, shares of Pubco Class A Stock are expected to be traded on NYSE, Nasdaq or another national securities exchange under the symbol “XXI.” The CEP Class A Ordinary Shares will not trade after the Closing.

Each of CEP and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements. Pubco is, and will be, after the consummation of the Business Combination, considered a “controlled company” under the NYSE or Nasdaq Rules, and may be exempt from certain corporate governance requirements thereunder.

Interests of the Sponsor and CEP’s Directors and Executive Officers in the Business Combination

When holders (the “Public Shareholders”) of CEP Class A Ordinary Shares issued in the initial public offering of CEP (the “CEP IPO” and such shares, the “Public Shares”) consider the recommendation of the board of directors of CEP (the “CEP Board”) in favor of approval of the Business Combination and the other proposals discussed in this proxy statement/prospectus (the “Proposals”), Public Shareholders should keep in mind that the Sponsor and CEP’s directors and officers have interests in the Proposals that are different from, or in addition to (and which may conflict with), the interests of a Public Shareholder as a CEP Shareholder. These interests include, among other things:

•        As of the date hereof, the Sponsor is the record holder of 2,500,000 CEP Class B Ordinary Shares and 300,000 CEP Class A Ordinary Shares (the “CEP Private Placement Shares”). The following persons have material interests in the Sponsor: Cantor Fitzgerald, L.P. (“Cantor”) is the sole member of the Sponsor; CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor; and Howard W. Lutnick is the trustee of CFGM’s sole stockholder. As of the date hereof, each of Cantor, CFGM and Howard W. Lutnick may be deemed to have beneficial ownership of the CEP Ordinary Shares held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Further, on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon Lutnick, CEP’s Chairman and Chief Executive Officer, all of the voting shares of CFGM (the “Cantor Sale Transaction”). Following the closing of the Cantor Sale Transaction, Brandon Lutnick will be deemed to have voting or dispositive power over the CEP Ordinary Shares held by the Sponsor, and Howard W. Lutnick will no longer have voting or dispositive power over such CEP Ordinary Shares. Further, Brandon Lutnick is the Chairman and Chief Executive Officer of each of the Sponsor, Cantor and CFGM. As of the date hereof, other than Brandon Lutnick (as described above) and Danny Salinas (who has a minority limited partnership interest in Cantor), none of CEP’s other directors or executive officers has a direct or indirect ownership interest in the Sponsor and none of CEP’s directors or executive officers has beneficial ownership of the CEP Ordinary Shares held directly by the Sponsor;

•        The Sponsor paid $25,000, or approximately $0.01 per share, for the 2,500,000 CEP Class B Ordinary Shares, and $3,000,000, or $10.00 per share, for the 300,000 CEP Class A Ordinary Shares. As of September 2, 2025, the aggregate value of such shares is estimated to be approximately $63.6 million, assuming the per share value of the shares is the same as the $22.70 closing price of the CEP Class A Ordinary Shares on Nasdaq on September 2, 2025. As a result, the Sponsor is likely to be able to recoup its investment in CEP and make a substantial profit on that investment, even if shares of Pubco Class A Stock have lost significant value after the Closing. This means that the Sponsor could earn a positive rate of return on its investment, even if Public Shareholders experience a negative rate of return in Pubco;

•        The 2,500,000 CEP Class B Ordinary Shares and 300,000 CEP Class A Ordinary Shares held by the Sponsor and purchased by the Sponsor for $3,025,000 will be worthless if a business combination is not consummated by CEP by the end of the Combination Period (as defined below);

•        The Sponsor agreed that the 300,000 CEP Class A Ordinary Shares it holds will not be sold or transferred until 30 days after CEP has completed a business combination and the Sponsor agreed that the 2,500,000 CEP Class B Ordinary Shares it holds will not be sold or transferred until the earlier of (a) the one-year anniversary of CEP’s business combination and (b) the date on which the successor company completes certain material transactions that result in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property, subject to in each case to certain exceptions; provided that at

Closing, the Sponsor and CEP will enter into an amendment to the Insider Letter to modify clause (a) from one year to six (6) months. These lock-ups will apply to the applicable shares of Pubco Class A Stock received by the Sponsor pursuant to the CEP Merger;

•        CEP’s Amended and Restated Memorandum and Articles of Association (the “CEP Memorandum and Articles”) contains an anti-dilution provision which adjusts the conversion ratio of the CEP Class B Ordinary Shares upon their conversion to CEP Class A Ordinary Shares upon certain issuances of equity and equity-linked securities by CEP, which includes the CEP Class A Ordinary Shares to be issued in the Equity PIPEs, such that the number of CEP Class A Ordinary Shares issued in respect of the CEP Class B Ordinary Shares represents 20% of all CEP Ordinary Shares that remain outstanding and are not redeemed in connection with the Business Combination and the Equity PIPE Shares (but excluding the CEP Private Placement Shares). As a result of the foregoing, depending on the number of Public Shares redeemed in connection with the Business Combination, the Sponsor’s 2,500,000 CEP Class B Ordinary Shares will convert into between 6,964,286 CEP Class A Ordinary Shares (if all Public Shares are redeemed) and 9,464,286 CEP Class A Ordinary Shares (if no Public Shares are redeemed). Pursuant the Sponsor Support Agreement, the Sponsor has agreed to forfeit a number of CEP Class A Ordinary Shares it receives upon conversion of its CEP Class B Ordinary Shares so that such number of CEP Class A Ordinary Shares retained by the Sponsor equals the lesser of (a) 25% of the sum of the number of Public Shares not subject to redemption in connection with the Closing and the number of CEP Class A Ordinary Shares issued in the Equity PIPEs and (b) the sum of (i) 7,084,804 and (ii) 1.5% of the gross proceeds received by Pubco and CEP pursuant to the April PIPE Investments, divided by $10.00. Such CEP Class A Ordinary Shares will then exchange into an equal number of shares of Pubco Class A Stock in the CEP Merger. The additional shares will be issued to the Sponsor for no additional consideration and a certain number of them will be exchanged for Exchange Notes (as described below);

•        The Sponsor is a party to the Sponsor Support Agreement and immediately after the Closing will enter into the Securities Exchange Agreement with Pubco. Pursuant to the Securities Exchange Agreement, the Sponsor has agreed to exchange the Exchange Shares for the Exchange Notes equal in value to the product of (1) the total number of the Exchange Shares multiplied by (2) $10.00 per share. The Exchange Notes and shares of Pubco Class A Stock issuable upon conversion thereof will have the same registration rights as set forth in the Convertible Notes Subscription Agreements. Assuming no redemptions of Public Shares in connection with the Business Combination and the issuance of 27,857,143 CEP Class A Ordinary Shares in the Equity PIPEs, of the 8,045,104 shares of Pubco Class A Stock that the Sponsor would receive in exchange for its Founder Shares (after forfeiting 1,419,182 shares in accordance with the Sponsor Support Agreement), the Sponsor would exchange 4,630,000 of such shares for Exchange Notes with an aggregate principal amount of $46.3 million. See “Questions and Answers About the Proposals — Q. What equity stake will current Public Shareholders, the PIPE Investors, the Sponsor, the Sellers, SoftBank and their affiliates hold in Pubco immediately after the completion of the Business Combination and the PIPE Investments?” for further information about the Securities Exchange Agreement.

•        CF&Co., an affiliate of the Sponsor and Cantor, is a party to the PIPE Engagement Letter, pursuant to which Pubco and CEP engaged CF&Co. as the exclusive placement agent for the PIPE Investments, and Pubco engaged CF&Co. for certain future capital markets advisory and other non-financial advisory services, and the engagement letter, dated April 22, 2025, between CEP and CF&Co. (the “M&A Engagement Letter”), pursuant to which CEP engaged CF&Co. as CEP’s exclusive financial advisor for the Business Combination. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. will receive a cash fee at the Closing equal to approximately $19.9 million, which is equal to the sum of (i) 0.5% of the value of the Bitcoin to be contributed by Tether and Bitfinex pursuant to the Contribution Agreement, (ii) 0.5% of the gross proceeds received by Pubco and CEP pursuant to the April PIPE Investments (assuming that all April PIPE Investors fund their commitments in their PIPE Subscription Agreements) and (iii) 2.0% of the gross proceeds received by Pubco and CEP pursuant to the June Equity PIPE (assuming that all June Equity PIPE Investors fund their commitments in their PIPE Subscription Agreements). Additionally, pursuant to the PIPE Engagement Letter, based on the terms therein and depending upon the number of redemptions of Public Shares in connection with the Business Combination, CF&Co. may also receive Convertible Notes (the “Engagement Letter Notes”), such that the aggregate principal value of the Engagement Letter Notes and the Exchange Notes is equal to the sum of (i) 1.5% of the value of the Bitcoin to be contributed by Tether and Bitfinex pursuant to the Contribution Agreement, (ii) 1.5% of the gross proceeds received by Pubco and CEP pursuant to the April PIPE Investments, subject to certain adjustments and (iii) $98,963 in additional consideration. Unless more than 56.7% of the Public Shares are redeemed in connection with the Closing, and assuming the April PIPE Investments are fully funded, CF&Co. will not receive any Engagement Letter

Notes. The PIPE Engagement Letter also provides that, for the 24-month period following the date of the PIPE Engagement Letter, in consideration for the other fees to be received by CF&Co., Pubco may engage CF&Co. or its affiliates to provide certain to be agreed capital markets advisory or other non-financial advisory services with a value of up to $9,250,000 for no additional consideration payable to CF&Co. CF&Co. is not entitled to receive any fees pursuant to the M&A Engagement Letter but will be indemnified against certain liabilities arising out of its engagement. In addition, CF&Co. previously entered into a letter agreement with CEP on August 12, 2024 (the “Business Combination Marketing Agreement”), pursuant to which CF&Co. will receive a $3.5 million cash fee at the Closing. Payment of the foregoing fees are contingent on the Closing.

•        Pursuant to the Sponsor Convertible Notes Subscription Agreement, the Sponsor has agreed to purchase Convertible Notes with an aggregate principal amount of $12,791,000 at Closing (constituting its pro rata allotment of the Option Notes).

•        The Sponsor and CEP’s officers and directors have agreed not to redeem any CEP Ordinary Shares held by them in connection with a shareholder vote to approve a proposed business combination, including the Business Combination;

•        The CEP Memorandum and Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as CEP; and (ii) CEP renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and CEP, on the other. In the course of their other business activities, CEP’s officers and directors may have, or may become aware of, other investment and business opportunities which may be appropriate for presentation to CEP as well as the other entities with which they are affiliated. CEP’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business combination opportunity should be presented, any pre-existing fiduciary obligation will be presented the business combination opportunity before CEP is presented with it. CEP does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

•        CEP has until August 14, 2026, or until such earlier liquidation date as the CEP Board may approve or such later date as the CEP Shareholders may approve pursuant to the CEP Memorandum and Articles, to consummate a business combination (the “Combination Period”). If the Business Combination with Twenty One is not consummated and CEP does not consummate another business combination by the end of the Combination Period, CEP will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the CEP Board, dissolving and liquidating, subject in each case above to CEP’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 2,500,000 CEP Class B Ordinary Shares and 300,000 CEP Class A Ordinary Shares held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such CEP Ordinary Shares, and the Sponsor and CF&Co. will not receive any of the securities and fees described above;

•        CEP has issued the Sponsor Loan to the Sponsor in respect of the loans the Sponsor has made, and will make, to CEP to fund CEP’s expenses relating to investigating and selecting an acquisition target and other working capital requirements. The Sponsor Loan does not bear interest and is repayable by CEP to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Loan may be converted into CEP Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside of CEP’s trust account (the “Trust Account”). As of June 30, 2025, CEP had $645,543 outstanding under the Sponsor Loan. If the Business Combination or another business combination is not consummated by the end of the Combination Period, the Sponsor Loan may not be repaid to the Sponsor, in whole or in part. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed that upon consummation of the Business Combination, all the amounts owed by CEP to it under the Sponsor Loan (other than certain expenses incurred with the SEC and Nasdaq in connection with the Business Combination) will be repaid in the form of newly issued CEP Class A Ordinary Shares, rather than in cash, at a value of $10.00 per share;

•        CEP has also issued an unsecured promissory note for up to $1,500,000 to the Sponsor (the “Sponsor Note”) (as further described under the heading “Information About CEP”) in connection with certain loans the Sponsor will make to CEP in connection with the consummation of a business combination, an extension of time for CEP to consummate a business combination or CEP’s liquidation (each, a “Redemption Event”), such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares on such Redemption Event. The Sponsor Note does not bear interest and is repayable by CEP to the Sponsor upon consummation of a business combination. Otherwise, the Sponsor Note would be repaid only out of funds held outside of the Trust Account. As of June 30, 2025, CEP had $0 outstanding under the Sponsor Note. The Sponsor Note, if drawn, will not be repaid to the extent that the amount of the Sponsor Note exceeds the amount of available proceeds not deposited in the Trust Account if a business combination is not completed;

•        If CEP is unable to complete a business combination by the end of the Combination Period, the Sponsor has agreed to be liable to CEP if and to the extent of any claims by a third party for services rendered or products sold to CEP or by a prospective acquisition target with which CEP has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, in each case, reduce the amount of redemption amount to below the lesser of (i) the sum of (A) $10.00 per Public Share and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event and (ii) the sum of (A) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event, provided that such liability will not apply to any claims by a third party or prospective acquisition target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under CEP’s indemnity of the underwriters of the CEP IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”) and CEP’s public auditor;

•        The Sponsor, CEP’s officers and directors and their affiliates are entitled to reimbursement for any out-of-pocket expenses incurred by them in connection with certain activities on CEP’s behalf, such as identifying, investigating, negotiating and completing a business combination. If CEP does not complete a business combination by the end of the Combination Period, CEP may not have the cash necessary to reimburse these expenses. As of the date of this proxy statement/prospectus, none of the Sponsor, CEP’s officers and directors or their affiliates has incurred any such expenses which would be reimbursed at the Closing; and

•        CEP’s officers and directors will be eligible for continued indemnification and continued coverage under a tail policy for CEP’s directors’ and officers’ liability insurance policy for up to a six-year period from and after the Closing for events occurring prior to the Closing, which tail policy is to be paid for by Pubco at the Closing pursuant to the Business Combination Agreement. If the Business Combination does not close, CEP’s officers and directors may not receive this tail insurance coverage.

Unrelated to the Business Combination, affiliates of the Sponsor and Cantor, including CF&Co., have provided investment banking and other advisory services to Tether, SoftBank and their respective affiliates in the past and may continue to do so in the future. Cantor and its affiliates, including CF&Co., received or may receive customary fees, commissions or other compensation in connection with such services. Cantor and its affiliates are also party to other agreements with Tether and its affiliates (including ownership by an affiliate of Cantor of a convertible note in Tether’s parent company that is convertible into a minority ownership interest in Tether’s parent company) that are unrelated to the Business Combination and may pursue additional business relationships and opportunities in the future with Tether unrelated to the Business Combination.

Interests of Pubco’s Directors and Executive Officers in the Business Combination

In considering the recommendation of the CEP Board to vote in favor of approval of the Proposals, unaffiliated CEP Shareholders should keep in mind that the directors and executive officers of Pubco have interests in such Proposals that are different from or in addition to, those of unaffiliated CEP Shareholders. In particular:

•        Pubco is in the process of negotiating employment agreements with its Chief Executive Officer and Chief Financial Officer and expects to enter into an employment agreement with each of them prior to the Closing. Pubco also intends to grant equity awards under the Incentive Plan to Pubco’s Chief Executive Officer and Chief Financial Officer, in accordance with their employment agreements. As party to the anticipated employment agreements and recipients of the anticipated equity awards, Pubco’s Chief Executive Officer and Chief Financial Officer may have interests in the Business Combination that are different from or in addition to, the shareholders of Pubco; and

Because the Sponsor acquired the 2,500,000 CEP Class B Ordinary Shares at a nominal price, the Public Shareholders will incur substantial and immediate dilution upon the Closing of the Business Combination. See the sections titled “Summary of the Proxy Statement/Prospectus — Dilution,” “Risk Factors — Risks Related to the Business Combination — The value of the CEP Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of Pubco Class A Stock at such time is substantially less than $10.00 per share, which may create an economic incentive for the CEP management team to pursue and consummate the Business Combination which differs from the Public Shareholders” and “Risk Factors — Risks Related to the Business Combination — Public Shareholders who do not redeem their Public Shares will experience substantial and immediate dilution upon Closing of the Business Combination as a result of the CEP Class B Ordinary Shares held by the Sponsor, since the value of the CEP Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, as well as a result of the issuance of the shares of Pubco Stock in the Business Combination and the PIPE Investments.”

CANTOR EQUITY PARTNERS, INC.
110 East 59th Street
New York, New York 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON           , 2025

TO THE SHAREHOLDERS OF CANTOR EQUITY PARTNERS, INC.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of the shareholders of Cantor Equity Partners, Inc., a Cayman Islands exempted company (“CEP”), will be            at            a.m. Eastern Time, on           , 2025. The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 and virtually over the Internet by means of a live audio webcast. You can participate in the Meeting, vote and submit questions via live webcast by visiting https://www.cstproxy.com/cantorequitypartners/2025 and using a control number assigned by Continental Stock Transfer & Trust Company. You will not be required to attend the Meeting in person in order to vote, and CEP encourages virtual participation. You are cordially invited to attend the Meeting in person at the location noted above or via the live webcast noted above, and will be asked to consider and vote upon the following proposals (the “Proposals”):

(1)    The Business Combination Proposal — to approve and adopt the Business Combination Agreement (as amended, restated or otherwise modified from time to time, the “Business Combination Agreement”), dated as of April 22, 2025, by and among CEP, Twenty One Capital, Inc., a Texas corporation (“Pubco”), Twenty One Merger Sub D, a Cayman Islands exempted company and wholly owned subsidiary of Pubco (“CEP Merger Sub”), Twenty One Assets, LLC, a Delaware limited liability company (the “Company” or “Twenty One”), Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (“Tether”), iFinex, Inc., a British Virgin Islands company (“Bitfinex” and, together with Tether, the “Sellers”) and, solely for certain limited purposes, Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”), pursuant to which (a) CEP will merge with and into CEP Merger Sub, with CEP Merger Sub continuing as the surviving company (the “CEP Merger”), and (b) at least two hours after the CEP Merger, the Company will merge with and into CEP Merger Sub C, Inc., a Delaware corporation and an indirect subsidiary of CEP (“Company Merger Sub”), with Company Merger Sub continuing as the surviving company (the “Company Merger,” and together with the CEP Merger, the “Mergers,” and together with the transaction contemplated by the Business Combination Agreement and the Ancillary Agreements (as defined below), the “Business Combination”). We refer to this proposal as the “Business Combination Proposal.” The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal,” and a copy of the Business Combination Agreement and the amendment thereto is attached to the accompanying proxy statement/prospectus as Annex A.

(2)    The Merger Proposal — to approve and authorize the CEP Merger and the plan of merger for the CEP Merger to be entered into by CEP Merger Sub, CEP and Pubco (the “CEP Plan of Merger”). We refer to this proposal as the “Merger Proposal.” The Merger Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Merger Proposal” and a copy of the CEP Plan of Merger is attached to the accompanying proxy statement/prospectus as Annex B.

(3)    The NTA Proposal — to approve an amendment (the “NTA Amendment”) to the Amended and Restated Memorandum and Articles of Association of CEP (the “CEP Memorandum and Articles”), which shall be effective upon the consummation of the Business Combination, to remove from the CEP Memorandum and Articles the limitation that CEP shall not consummate an initial business combination if it would cause its net tangible assets (“NTA”) to be less than $5,000,001 either immediately prior to or upon the consummation of an initial business combination. We refer to this proposal as the “NTA Proposal.” The NTA Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The NTA Proposal.”

The CEP Board has already approved the Business Combination. The CEP Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CEP’s management, the members of the CEP Board and the other representatives of CEP have experience in evaluating the operating and financial merits of cryptocurrency companies and reviewed certain financial information of Twenty One and other relevant financial information selected based on the experience and the professional judgment of CEP’s management team. Accordingly, investors will be relying solely on the judgment of the CEP Board in valuing Twenty One’s business and accordingly, investors assume the risk that the CEP Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the CEP Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CEP Shareholders have no assurance from an independent source that the number of shares of Pubco Stock to be issued to the Sellers and CEP Shareholders in the Business Combination is fair to CEP — and, by extension, CEP Shareholders — from a financial point of view.”

To pass, each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution of CEP Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CEP Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, each of the Merger Proposal and the NTA Proposal requires a special resolution of CEP Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the CEP Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). CEP Shareholders are also being asked to approve, on a non-binding advisory basis, each of the Organizational Documents Proposals. Although the CEP Board is asking CEP Shareholders to approve each of the Organizational Documents Proposals on the non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on each of the Organizational Documents Proposals, the Amended and Restated Pubco Charter and Pubco’s Amended and Restated Bylaws will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are approved.

Under the Business Combination Agreement, the approval by CEP Shareholders of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If any of those Proposals are not approved by CEP Shareholders, the Business Combination will not be consummated, unless waived by the parties. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The NTA Proposal, the Organizational Documents Proposals and the Nasdaq Proposal are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

The Sponsor currently holds 2,500,000 Class B ordinary shares of CEP, par value $0.0001 per share (the “CEP Class B Ordinary Shares” and, together with the CEP Class A Ordinary Shares, the “CEP Ordinary Shares”), and 300,000 CEP Class A Ordinary Shares. The Sponsor has agreed to vote its 2,800,000 CEP Ordinary Shares, representing 21.9% of the issued and outstanding CEP Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that require approval of CEP Shareholders by an ordinary resolution, in addition to the Sponsor’s CEP Ordinary Shares, CEP would need only 3,600,001, or 36.0%, of the 10,000,000 Public Shares (assuming all issued and outstanding CEP Ordinary Shares are voted at the Meeting), and only 400,001, or 4.0%, of the 10,000,000 Public Shares (assuming a minimum number of CEP Ordinary Shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CEP Shareholders by a special resolution, in addition to the Sponsor’s CEP Ordinary Shares, CEP would need only 5,733,334, or 57.3%, of the 10,000,000 Public Shares (assuming all issued and outstanding CEP Ordinary Shares are voted at the Meeting), and only 1,466,668, or 14.7%, of the 10,000,000 Public Shares (assuming a minimum number of CEP Ordinary Shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved.

Upon the completion of the Business Combination and the consummation of the PIPE Investments, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements, that no Convertible Notes are converted into shares of Pubco Class A Stock and that no shares of Pubco Class A Stock are issued pursuant to the Twenty One Capital, Inc. 2025 Stock Incentive Plan, to be adopted prior to Closing, as amended from time to time (the “Incentive Plan”), (i) Public Shareholders, (ii) the April Equity PIPE Investors, (iii) the June Equity PIPE Investors, (iv) the Sponsor and its Affiliates, (v) the directors and officers of CEP,

TABLE OF CONTENTS

About This Proxy Statement/Prospectus

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Pubco (File No. 333-          ), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Pubco Stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Meeting of CEP Shareholders at which CEP Shareholders will be asked to consider and vote upon the approval of the Business Combination Proposal, among other matters, as described below:

(1)    The Business Combination Proposal — to approve and adopt the Business Combination Agreement and the Business Combination. See the section entitled “The Business Combination Proposal.”

(2)    The Merger Proposal — to approve and authorize the CEP Merger and the CEP Plan of Merger. See the section entitled “The Merger Proposal.”

(3)    The NTA Proposal — to approve the NTA Amendment, which shall be effective upon to the consummation of the Business Combination, to remove from the CEP Memorandum and Articles the limitation that CEP shall not consummate an initial business combination if it would cause its NTA to be less than $5,000,001 either immediately prior to or upon the consummation of an initial business combination. See the section entitled “The NTA Proposal.”

(4)    The Organizational Documents Proposals — to consider and vote, on a non-binding advisory basis, upon separate proposals to approve the material differences between the CEP Memorandum and Articles and the Proposed Organizational Documents, specifically to approve:

•        Proposal A: changes to the size and composition of the board of directors;

•        Proposal B: the change from a classified board of directors to an unclassified board;

•        Proposal C: the change that the board of directors is elected by a plurality of the votes cast by holders of shares of Pubco Class B Stock;

•        Proposal D: changes related to the parties that may call a special meeting of shareholders;

•        Proposal E: the changes to the quorum of the board of directors;

•        Proposal F: the changes to the notice of shareholder actions and meetings; and

•        Proposal G: the changes to the exclusive forum provision.

See the section entitled “The Organizational Documents Proposals.”

(5)    The Nasdaq Proposal — to approve a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) shares of Pubco Stock in connection with the Business Combination, (ii) the CEP Class A Ordinary Shares issuable in repayment of the Sponsor Loan, (iii) Equity PIPE Shares, and (iv) additional shares of Pubco Stock that will, upon Closing, be reserved for issuance (a) upon conversion of the Convertible Notes issued pursuant to the Convertible Notes Subscription Agreements, the Sponsor Convertible Notes Subscription Agreement, the Securities Exchange Agreement and the PIPE Engagement Letter and (b) pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635. See the section entitled “The Nasdaq Proposal.”

(6)    The Adjournment Proposal — to approve a proposal to adjourn the Meeting to a later date or dates, if it is determined by CEP additional time is necessary or appropriate to complete the Business Combination or for any other reason. See the section entitled “The Adjournment Proposal.”

CEP files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read CEP’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

You may request copies of this proxy statement/prospectus, without charge, by written or oral request to CEP’s proxy solicitor at:

Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Telephone: (800) 662-5200
Bank and Brokers can call at (203) 658-9400
Email: CEP@investor.sodali.com

To obtain timely delivery of requested materials, you must request the documents no later than five (5) business days prior to the date of the Meeting.

You may also obtain additional information about CEP from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption (which includes the name of the beneficial owner of the shares) and deliver your Public Shares electronically to CEP’s transfer agent at least two business days prior to the Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” in the section entitled “Questions and Answers About the Proposals.” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Email: spacredemptions@continentalstock.com

FINANCIAL STATEMENT PRESENTATION

Pubco

Pubco was incorporated in Texas on March 7, 2025, for the purpose of effectuating the Business Combination described herein. Pubco currently has no material assets and does not currently operate any businesses. The financial statements of Pubco included in this proxy statement/prospectus have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

CEP

The financial statements of CEP included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP.

Twenty One

Twenty One was incorporated in Delaware on March 7, 2025, as a Delaware corporation, and converted into a Delaware limited liability company on April 17, 2025. The financial statements of Twenty One included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP.

This proxy statement/prospectus contains:

•        the audited financial statements of Pubco as of June 30, 2025 and for the period from March 7, 2025 to June 30, 2025;

•        the audited financial statements of CEP as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023 and the unaudited financial statements of CEP as of June 30, 2025, and the three and six months ended June 30, 2025 and 2024; and

•        the audited financial statements of Twenty One as of April 30, 2025, and for the period from April 17, 2025 (inception) to April 30, 2025 and the unaudited financial statements of Twenty One as of June 30, 2025 and for the period from April 17, 2025 (inception) to June 30, 2025.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited and unaudited financial statements of Pubco, CEP and Twenty One, as applicable, included in this proxy statement/prospectus.

In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “$,” “US$,” “USD” and “dollars” mean U.S. dollars.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Pubco, Twenty One and CEP rely on and refer to industry data, information and statistics regarding the markets in which Twenty One competes from publicly available information, industry and general publications and research and studies conducted by third parties. Each of Pubco, Twenty One and CEP has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. The industry in which Pubco will operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of data, the voluntary nature of the data gathering process and other limitations and uncertainties. Finally, while each of Pubco, Twenty One and CEP believes its own internal estimates and research are reliable, and is not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

Notwithstanding anything in this proxy statement/prospectus to the contrary, Pubco, Twenty One and CEP are responsible for all disclosures in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities.

CEP and its affiliates own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

DEFINED TERMS

In this document the following terms, when capitalized, have the following meanings.

“$,” “USD,” “US$” and “U.S. dollar” each refer to the legal currency of the United States.

“10% U.S. Shareholder” means a U.S. Holder who, on the date of the CEP Merger beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power or value of CEP.

“2024 SPAC Rules” means the rules and regulations for SPACs adopted by the SEC on January 24, 2024, and which became effective on July 1, 2024.

“25% Redemptions” means a scenario whereby 25%, or 2,500,000, of the Public Shares are redeemed by Public Shareholders.

“50% Redemptions” means a scenario whereby 50%, or 5,000,000, of the Public Shares are redeemed by Public Shareholders.

“75% Redemptions” means a scenario whereby 75%, or 7,500,000, of the Public Shares are redeemed by Public Shareholders.

“100% Redemptions” means a scenario whereby 100%, or 10,000,000, of the Public Shares are redeemed by Public Shareholders.

“Accrual Period” means the actual number of calendar days for the period beginning on and including the applicable Accrual Start Date to, but excluding, the Closing Date.

“Accrual Rate” shall mean the sum of (A) the arithmetic average (rounded to the nearest five decimal places) of the Term SOFR Screen Rate on each U.S. Government Securities Business Day during the Accrual Period and (B) 3.00%.

“Acquisition Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any person or group at any time relating to an Alternative Transaction.

“Additional PIPE Bitcoin” means the 4,422.688667 Bitcoin purchased by Tether (being equal to 10,500 Bitcoin minus (i) the Initial PIPE Bitcoin, minus (ii) the Option PIPE Bitcoin, and minus (iii) the April In-Kind PIPE Bitcoin).

“Additional PIPE Bitcoin Purchase Price” means an amount equal to the Additional PIPE Bitcoin multiplied by the Signing Bitcoin Price.

“Additional PIPE Bitcoin Sale” means the sale of the Additional PIPE Bitcoin by Tether to Pubco at the Closing in exchange for additional shares of Pubco Class A Stock and Pubco Class B Stock.

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates, if it is determined by CEP additional time is necessary or appropriate to complete the Business Combination or for any other reason.

“Affiliate(s)” when used with respect to a particular person, means any other person directly or indirectly controlling, controlled by or under common control with such person as of the date on which, or at any time during the period for which, the determination of affiliation is being made, whether through one or more intermediaries or otherwise, and the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Alternative Transaction” means (A) with respect to the Company, Pubco, CEP Merger Sub, the Sellers and their respective Affiliates, a transaction (other than the transactions contemplated by Business Combination Agreement and any Ancillary Agreement) concerning the sale of (x) all or any material part of the business or assets of the Company (other than in the ordinary course of business consistent with past practice) or (y) any of the shares or other equity interests or profits of the Company, in any case, whether such transaction takes the form of a sale of shares or other equity interests in the Company, assets, merger, consolidation, issuance of debt securities, management contract, joint venture or partnership, or otherwise, (B) with respect to the Sellers, (x) the sale of any portion of Bitcoin that, and only if such sale, would materially prevent or impair the ability of the Sellers to perform their obligations under

“ATS(s)” means alternative trading system.

“Base Share Amount” means (A) the lesser of (x) 10,500 multiplied by the Bitcoin Price on the Business Day immediately prior to April 22, 2025, and (y) $1,000,000,000, divided by (B) $10.00 (rounded to the next whole share).

“Bitcoin Price” or “BRRNY” means with respect to any given day, the CME CF Bitcoin Reference Rate — New York Variant index for such day.

“Bitfinex” means iFinex, Inc., a British Virgin Islands company.

“Board of Governors of the Federal Reserve” means the Board of Governors of the Federal Reserve System of the United States.

“BPS” means a ratio calculated by dividing the amount of Bitcoin held by Twenty One by the outstanding shares of Pubco Stock.

“Broker non-vote” means the failure of a CEP Shareholder who holds his, her or its shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee.

“BRR” means the rate at which BPS grows over time.

“Business Combination” or “Transactions” means, collectively, the Mergers and the other transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.

“Business Combination Agreement” means the Business Combination Agreement, dated as of April 22, 2025, by and among CEP, Twenty One, Pubco, the CEP Merger Sub, the Sellers and, solely for certain limited purposes, SoftBank, as amended by Amendment No. 1 to the Business Combination Agreement (and as may be further amended and/or amended and restated), a copy of which is attached hereto as Annex A.

“Business Combination Marketing Agreement” means the letter agreement, dated August 12, 2024, by and between CF&Co. and CEP.

“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Business Combination.

“Business Day(s)” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York, Austin, Texas and the Cayman Islands are authorized to close for business or for purposes of the Pre-Closing Restructuring, any day on which the Delaware Secretary of State is authorized to close for business.

“Business Plan Covenant” means the covenant given in the SoftBank Purchase Agreement in which Tether gives a covenant to SoftBank to not take any actions that would result in Pubco engaging in a business that is inconsistent with the operations reflected in an agreed-upon business plan or in any communication made to Nasdaq, any securities exchange or the SEC through the closing of the SoftBank Purchase Agreement.

“Cantor” means Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of the Sponsor and CF&Co. and, prior to the Closing, CEP.

“Cantor Sale Transaction” means the agreements entered into on May 16, 2025, by Howard W. Lutnick, in his capacity as trustee of a trust, to sell to trusts controlled by Brandon Lutnick, CEP’s Chairman and Chief Executive Officer, all of the voting shares of CFGM.

“Cayman Act” or “Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“CEP” means Cantor Equity Partners, Inc., a Cayman Islands exempted company.

“CEP Audit Committee” means the audit committee of the CEP Board.

“CEP Board” means the board of directors of CEP.

“CEP Class A Ordinary Shares” means class A ordinary shares, par value $0.0001 per share, of CEP.

“CEP Class B Ordinary Shares” means class B ordinary shares, par value $0.0001 per share, of CEP.

“CEP Compensation Committee” means the compensation committee of the CEP Board.

“CEP Dissenting Shares” means the CEP Ordinary Shares of CEP Shareholders who have properly demanded dissenters’ rights for their CEP Ordinary Shares in accordance with the Cayman Act (and not waived, withdrawn or otherwise lost such rights).

“CEP Founder Shares” or “Founder Shares” means, initially, the 2,500,000 CEP Class B Ordinary Shares purchased by the Sponsor for $25,000 in a private placement prior to the CEP IPO; provided that following the Closing, CEP Founder Shares shall refer to the shares of Pubco Class A Stock received by the Sponsor in exchange for CEP Class A Ordinary Shares in the CEP Merger, after the conversion of CEP Class B Ordinary Shares into CEP Class A Ordinary Shares pursuant to the CEP Memorandum and Articles and after giving effect to the consummation of the transactions contemplated by the Sponsor Support Agreement and Securities Exchange Agreement.

“CEP IPO” means the initial public offering of the Public Shares by CEP which was consummated on August 14, 2024.

“CEP IPO Prospectus” means the final prospectus of CEP, dated as of August 12, 2024, and filed with the SEC (File No. 333-280230) on August 13, 2024.

“CEP Loans” means the Sponsor Loan, the Sponsor Note and any other loan made to CEP by the Sponsor.

“CEP Material Contract(s)” means the contracts to which CEP is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a liability greater than $100,000, (ii) may not be canceled by CEP on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of CEP as its business is currently conducted, any acquisition of material property by CEP or restricts in any material respect the ability of CEP from closing the Business Combination.

“CEP Memorandum and Articles” means the amended and restated memorandum and articles of association of CEP as of the date hereof, as amended and in effect under the Cayman Act.

“CEP Merger” means the merger of CEP with and into CEP Merger Sub, with CEP Merger Sub continuing as the CEP Surviving Company.

“CEP Merger Effective Time” means the time on the date of Closing when the CEP Plan of Merger is registered by the Registrar of Companies of the Cayman Islands in accordance with the Cayman Companies Act (or such other time as specified in the CEP Plan of Merger).

“CEP Merger Sub” means Twenty One Merger Sub D, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco.

“CEP Ordinary Shares” means collectively, the CEP Class A Ordinary Shares and the CEP Class B Ordinary Shares.

“CEP Plan of Merger” means the plan of merger entered into by CEP Merger Sub, CEP and Pubco.

“CEP Pre-Closing Statement” means the pre-Closing statement to be delivered by CEP prior to the Closing in accordance with the Business Combination Agreement.

“CEP Private Placement” means the sale of the 300,000 CEP Class A Ordinary Shares to the Sponsor that occurred concurrently with the CEP IPO.

“CEP Private Placement Shares” means the 300,000 CEP Class A Ordinary Shares purchased by the Sponsor in the CEP Private Placement.

“CEP Shareholder Approval Matters” means the Business Combination Proposal and the Merger Proposal.

“CEP Shareholders” means the holders of CEP Ordinary Shares.

“CEP Subsidiaries” means CEP Subsidiary A, CEP Subsidiary B and Company Merger Sub.

“CEP Subsidiary A” means CEP Sub A, Inc.,a Delaware corporation and a wholly owned subsidiary of CEP.

“CEP Subsidiary B” means CEP Sub B, Inc., a Delaware corporation and a wholly owned subsidiary of CEP Subsidiary A.

“CEP Surviving Subsidiary” means CEP Merger Sub continuing as the surviving entity after CEP merges with and into CEP Merger Sub in the CEP Merger.

“Certificate of Merger” means the certificate filed the Secretary of State of the State of Delaware to certify the Company Merger.

“CF&Co.” means Cantor Fitzgerald & Co., a New York general partnership, the representative of the underwriters in the CEP IPO and an affiliate of the Sponsor, Cantor and, prior to the Closing, CEP.

“CFGM” means CF Group Management, Inc., a New York corporation, the managing general partner of Cantor.

“CFIUS” means the Committee on Foreign Investment in the United States.

“CFTC” means the Commodity Futures Trading Commission.

“Chapter 11” means 11 U.S.C. §§ 1101 to 1174 in the United States Bankruptcy Code.

“Charter Effectiveness Date” means the effective date of the Amended and Restated Certificate of Formation.

“CLARITY Act” means the Digital Asset Market Clarity Act passed by the U.S. House of Representatives on July 17, 2025 that is now awaiting Senate action.

“Class A Merger Consideration Shares” means an aggregate number of shares of Pubco Class A Stock equal to (a) the product of (1) 31,500, multiplied by (2) the Signing Bitcoin Price ($84,863.57), divided by (b) $10.00.

“Class B Merger Consideration Shares” means an aggregate number of shares of Pubco Class B Stock equal to (a) the product of (1) 31,500, multiplied by (2) the Signing Bitcoin Price ($84,863.57), divided by (b) $10.00.

“Closing” means the closing of the Transactions.

“Closing Date” means the date of the Closing.

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral Agent” means Anchorage Digital Bank, N.A.

“Combination Period” means the 24-month period that CEP has to consummate an initial business combination from the closing of the CEP IPO to August 14, 2026, or such earlier date as determined by the CEP Board, or as such date may be extended pursuant to the CEP Memorandum and Articles.

“Commodity Exchange Act” means the Commodity Exchange Act of 1936.

“Company Class A Interests” means class A common membership interests of the Company.

“Company Class B Interests” means class B common membership interests of the Company.

“Company Interests” means Company Class A Interests and Company Class B Interests.

“Company Merger” means the merger of Twenty One with and into Company Merger Sub, with Company Merger Sub as the Company Surviving Subsidiary.

“Company Merger Effective Time” means at the time on the date of Closing when the Certificate of Merger has been duly accepted for filing by the Delaware Secretary of State in accordance with the DGCL (or such other time as specified in the Certificate of Merger) but at least two hours after the completion of the CEP Merger.

“Company Merger Sub” means CEP Merger Sub C, Inc., a Delaware corporation and a wholly owned subsidiary of CEP Subsidiary B.

“Company Surviving Subsidiary” means the surviving company after the Company Merger.

“Contribution” means the contribution to be made immediately prior to Closing, pursuant to the Contribution Agreement, of (i) 24,500 Bitcoin by Tether to Twenty One, and (ii) 7,000 Bitcoin by Bitfinex to Twenty One, for an aggregate contribution of 31,500 Bitcoin.

“Contribution Agreement” means the Contribution Agreement, dated April 22, 2025, by and among Twenty One, Tether and Bitfinex.

“Convertible Note Investors” means the investors that entered into the Convertible Notes Subscription Agreements with CEP and Pubco.

“Convertible Notes” means the 1.00% convertible senior secured notes due 2030 to be issued by Pubco pursuant to the Indenture.

“Convertible Notes PIPE” means the proposed sale and issuance of Convertible Notes pursuant to the Convertible Notes Subscription Agreements and the agreements with the Sponsor and CF&Co. in an aggregate principal amount of $486,500,000 (inclusive of the Option Notes).

“Convertible Notes Subscription Agreements” means the Subscription Agreements, dated April 22, 2025, by and among Pubco, CEP and each of the Convertible Note Investors.

“CST” means Continental Stock Transfer & Trust Company, transfer agent of CEP and trustee of the Trust Account.

“D&O Indemnified Persons” means the current or former directors and officers of CEP, the Company, Pubco, the CEP Subsidiaries or CEP Merger Sub.

“DGCL” means the General Corporation Law of the State of Delaware.

“Directors” means the directors of Pubco from time to time, and each a Director.

“DTC” means The Depository Trust Company.

“DWAC” means DTC’s Deposit Withdrawal at Custodian service.

“Effective Date” means the date this Registration Statement is effective.

“Effective Time” means the Company Merger Effective Time and the CEP Merger Effective Time.

“EGS” means Ellenoff, Grossman & Schole LLP.

“Electing Shareholder” means a U.S. Holder of a PFIC that made either a timely and effective QEF election, a QEF election along with a purging election or an MTM election.

“Engagement Letter Notes” means the Convertible Notes, if any, to be issued to CF&Co. pursuant to the PIPE Engagement Letter.

“Engagement Letters” means the PIPE Engagement Letter and the M&A Engagement Letter.

“Equity PIPEs” means, collectively, the April Equity PIPE and the June Equity PIPE.

“Equity PIPE Investors” means, collectively, the April Equity PIPE Investors and the June Equity PIPE Investors.

“Equity PIPE Shares” means the up to 27,857,143 CEP Class A Ordinary Shares to be issued by CEP to the Equity PIPE Investors prior to the CEP Merger.

“Equity PIPE Subscription Agreements” means, collectively, the April Equity PIPE Subscription Agreements and the June Equity PIPE Subscription Agreements.

“ETF(s)” means exchange-traded funds.

“ETP(s)” means exchange-traded products.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the Convertible Notes to be issued to the Sponsor immediately after the Closing pursuant to the Securities Exchange Agreement.

“June Equity PIPE Shares” means the up to 7,857,143 CEP Class A Ordinary Shares to be issued by CEP to the June Equity PIPE Investors prior to the CEP Merger.

“June Equity PIPE Subscription Agreements” means the Subscription Agreements, dated June 19, 2025, by and among CEP, Pubco and each of the June Equity PIPE Investors.

“June In-Kind PIPE Bitcoin” means the 132.9547 Bitcoin that certain June Equity PIPE Investors have agreed to contribute to CEP in exchange for June Equity PIPE Shares pursuant to their respective June Equity PIPE Subscription Agreements.

“June PIPE Bitcoin” means the 1,381.15799423 Bitcoin that Tether purchased in an amount equal to the June Equity PIPE Net Proceeds.

“June PIPE Bitcoin Cost Amount” means (A) the June PIPE Bitcoin valued at the average of the Bitcoin Price for the ten day period ending on the Business Day immediately prior to the closing of the Company Merger multiplied by (B) SoftBank’s percentage ownership of Pubco at the Closing after giving effect to the transfer of the SoftBank Shares pursuant to the SoftBank Purchase Agreement, but excluding the effect of the June Equity PIPE, multiplied by (C) the Applicable Rate.

“June PIPE Bitcoin Purchase and Sale Agreement” means the sale and purchase agreement, dated as of June 23, 2025, by and among Tether, Pubco, SoftBank and, solely for certain limited purposes, CEP, pursuant to which Tether agreed to purchase the June PIPE Bitcoin.

“June PIPE Bitcoin Sale” means the sale of the June PIPE Bitcoin by Tether to Pubco, using the proceeds of the June Equity PIPE, at the Closing for a purchase price equal to the June PIPE Net Proceeds.

“June PIPE Net Proceeds” means an amount equal to approximately $147.5 million, being the aggregate gross cash proceeds of the June Equity PIPE less a holdback of $3.3 million.

“Lock-Up Agreement(s)” means the Lock-Up Agreement to be executed at Closing by Pubco and each of the Sellers and SoftBank, the form of which is attached hereto as Annex F.

“M&A Engagement Letter” means the letter agreement, dated as of April 22, 2025, by and between CEP and CF&Co. for CF&Co. to provide financial advisory services to CEP in connection with the Business Combination.

“Maples” means Maples and Calder (Cayman) LLP.

“Meeting” or the “Extraordinary General Meeting” means the extraordinary general meeting of CEP Shareholders, to be held on           , 2025 at            a.m. Eastern Time.

“Merger Consideration Shares” means the Class A Merger Consideration Shares together with the Class B Merger Consideration Shares.

“Merger Proposal” means the proposal to approve and authorize the CEP Merger and the CEP Plan of Merger.

“Mergers” means the CEP Merger and the Company Merger.

“MiCA” means the European Union’s Markets in Crypto Assets Regulation.

“MLRs” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

“MTM” means market-to-market.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Proposal” means the proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) shares of Pubco Stock in connection with the Business Combination, (ii) the CEP Class A Ordinary Shares issuable in repayment of the Sponsor Loan, (iii) Equity PIPE Shares, and (iv) the additional shares of Pubco Stock that will, upon Closing, be reserved for issuance (a) upon conversion of the Convertible Notes issued pursuant to the Convertible Notes Subscription Agreements, the Sponsor Convertible Notes Subscription Agreement, the Securities Exchange Agreement and the PIPE Engagement Letter and (b) pursuant to the Incentive Plan, to the extent such issuances would require stockholder approval under Nasdaq Rule 5635.

“Nasdaq Rule(s)” means The Nasdaq Stock Market Listing Rule(s).

“Net Settlement Shares” means the number of shares equal to (A) (x) the SoftBank Bitcoin Cost Amount plus the April PIPE Bitcoin Cost Amount, divided by (y) $10.00 plus (B) the June PIPE Bitcoin Cost Amount, divided by $21.00 (rounded to the next whole share).

“No Redemptions” means a scenario whereby none of the Public Shareholders redeem their Public Shares.

“Non-U.S. Holder” means a beneficial owner of Public Shares that, for United States federal income tax purposes, is not a U.S. Holder or a partnership or other entity classified as a partnership for United States federal income tax purposes.

“NTA” means net tangible assets.

“NTA Amendment” means an amendment to the CEP Memorandum and Articles to remove from the CEP Memorandum and Articles the limitation that CEP shall not consummate an initial business combination if it would cause its NTA to be less than $5,000,001 either immediately prior to or upon the consummation of an initial business combination.

“NTA Proposal” means the proposal to approve the NTA Amendment, which shall be effective upon the consummation of the Business Combination.

“NTBV” means net tangible book value.

“NYSE” means the New York Stock Exchange.

“OCC” means the Office of the Comptroller of the Currency of the United States.

“Odeon” means Odeon Capital Group LLC.

“Option” means the option granted by Pubco during the Option Period to the Convertible Notes Investors to purchase $100,000,000 additional principal amount of Convertible Notes, which was fully subscribed for by Convertible Notes Investors.

“Option Notes” means the additional Convertible Notes subscribed to by certain Convertible Note Investors and the Sponsor on May 22, 2025, pursuant to the Option.

“Option Period” means the 30-day period from April 22, 2025 to May 22, 2025, during which Convertible Note Investors must exercise the Option.

“Option PIPE Bitcoin” means the 917.47360612 Bitcoin purchased by Tether within ten (10) Business Days of the end of the Option Period in an amount equal to the Option PIPE Bitcoin Purchase Amount.

“Option PIPE Bitcoin Sale” means the sale of the Option PIPE Bitcoin by Tether to Pubco, using the proceeds of the PIPE Investments, at the Closing for a purchase price equal to the Option PIPE Net Proceeds.

“Option PIPE Net Proceeds” means $99,500,000, being an amount equal to the gross proceeds of the Option Notes less a holdback of 0.5% of the gross proceeds of the Option Notes.

“Organizational Documents Proposals” means each of the proposals to approve the material differences between CEP Memorandum and Articles and Pubco Charter to be effective upon the completion of the Business Combination, specifically to approve:

•        Proposal A: changes to the size and composition of the board of directors;

•        Proposal B: the change from a classified board of directors to an unclassified board;

•        Proposal C: the change that the board of directors is elected by a plurality of the votes cast by holders of shares of Pubco Class B Stock;

•        Proposal D: changes related to the parties that may call a special meeting of shareholders;

•        Proposal E: the changes to the quorum of the board of directors;

•        Proposal F: the changes to the notice of shareholder actions and meetings; and

•        Proposal G: the changes to the exclusive forum provision.

“OTC” means over the counter.

“Parties” means the parties to the Business Combination Agreement, being CEP, Twenty One, Pubco, CEP Merger Sub, Tether, Bitfinex and SoftBank.

“PCAOB” means the Public Company Accounting Oversight Board.

“PFIC(s)” means a passive foreign investment company.

“PIPE” means private investment in public equity.

“PIPE Bitcoin” means the Option PIPE Bitcoin, the Initial PIPE Bitcoin and the June PIPE Bitcoin.

“PIPE Bitcoin Cost Amount” means the April PIPE Bitcoin Cost Amount and the June PIPE Bitcoin Cost Amount.

“PIPE Bitcoin Sale” means the sale of the Initial PIPE Bitcoin, the Option PIPE Bitcoin and the June PIPE Bitcoin by Tether to Pubco.

“PIPE Digital Wallets” means the digital wallet held or operated by or on behalf of Tether containing the Initial PIPE Bitcoin and Option PIPE Bitcoin.

“PIPE Documents” means the Convertible Notes Subscription Agreements, the Indenture, the Security Agreement and the Equity PIPE Subscription Agreements, collectively.

“PIPE Engagement Letter” means the letter agreement, dated April 22, 2025, by and among CF&Co., CEP and Pubco, as amended by the amendment thereto, dated as of June 25, 2025, pursuant to which CF&Co. has agreed to provide placement agent services in connection with each of the PIPE Investments and certain future capital markets advisory and other non-financial advisory services to Pubco.

“PIPE Investments” means the Equity PIPEs and the Convertible Notes PIPE.

“PIPE Investors” means the Equity PIPE Investors and the Convertible Note Investors.

“PIPE Net Proceeds” means the Initial PIPE Net Proceeds and the Option PIPE Net Proceeds.

“PIPE Subscription Agreements” means, collectively, the Equity PIPE Subscription Agreements, the Convertible Notes Subscription Agreements and the Sponsor Convertible Notes Subscription Agreement.

“Proposals” means the Business Combination Proposal, the Merger Proposal, the NTA Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the Adjournment Proposal.

“Proposed Organizational Documents” means the Amended and Restated Pubco Charter and the Amended and Restated Bylaws.

“proxy statement/prospectus” means this proxy statement/prospectus included in the Registration Statement.

“Pubco” means Twenty One Capital, Inc., a Texas corporation.

“Pubco Board” means the board of directors of Pubco.

“Pubco Bylaws” means the bylaws of Pubco currently in effect.

“Pubco Charter” means the certificate of formation of Pubco currently in effect.

“Pubco Class A Stock” means the shares of class A common stock, par value $0.01 per share, of Pubco.

“Pubco Class B Stock” means the shares of class B common stock, par value $0.01 per share, of Pubco.

“Pubco Stock” means the shares of common stock, par value $0.01 per share, of Pubco; provided that from and after the Closing, Pubco Stock shall refer to, collectively, the Pubco Class A Stock and the Pubco Class B Stock.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the 10,000,000 CEP Class A Ordinary Shares issued in the CEP IPO.

“QEF” means qualified electing fund.

“Record Date” means September 17, 2025, the record date for the Meeting.

“Redeeming Non-U.S. Holder” means a Non-U.S. Holder that elects to have their Public Shares converted for cash.

“Redeeming U.S. Holder” means a U.S. Holder that converts its Public Shares into cash.

“Redemption Event” has the meaning set forth in the definition of Sponsor Note.

“Registration Statement” means the Registration Statement on Form S-4 (Registration No. 333-          ) filed by Pubco with the SEC of which this proxy statement/prospectus forms a part.

“Regulation S-K” means Regulation S-K of the Securities Act.

“Required Shareholder Approval” means the approval of the CEP Shareholder Approval Matters that are submitted to the vote of the CEP Shareholders at the Meeting in accordance with this proxy statement/prospectus, by the requisite vote of the CEP Shareholders at the Meeting, in accordance with the CEP Memorandum and Articles, applicable law and this proxy statement/prospectus.

“Resale Registration Statement” means the registration statement on Form S-1 to be by Pubco with the SEC after the Closing to register the resale of the shares of Pubco Class A Stock underlying the Convertible Notes.

“Restricted Securities” means the shares of Pubco Class A Stock received by each Seller and the shares of Pubco Class A Stock transferred by Tether to SoftBank.

“S&C” means Sullivan & Cromwell LLP.

“SAB” means the Staff Accounting Bulletin issued by the SEC.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securities Exchange Agreement” means the Securities Exchange Agreement to be executed by and between Pubco and the Sponsor at Closing, a form of which is attached to the Sponsor Support Agreement attached hereto as Exhibit A of Annex G.

“Security Agreement” means the Security Agreement to be executed at Closing by Pubco and the Collateral Agent, in the form attached as an exhibit to the Convertible Notes Subscription Agreements and attached hereto as Annex I.

“Sellers” means the shareholders of Twenty One prior to the Closing, being Tether and Bitfinex.

“Senior Management” and “Senior Managers” refer to those persons named as officers of Twenty One and, following the consummation of the Business Combination, of Pubco, in the section titled “Management of Pubco Following the Business Combination.”

“Services Agreement” means the Services Agreement to be executed at Closing by and between Pubco and Tether in the form attached as an exhibit to the Business Combination Agreement and attached hereto as Annex J.

“Signing Bitcoin Price” means $84,863.57 (which is equal to the average Bitcoin Price for the ten-day period ending April 21, 2025, the day prior to the date of the Business Combination Agreement).

“Skadden” means Skadden, Arps, Slate, Meagher & Flom (UK) LLP.

“SoftBank” means Stellar Beacon LLC, a Delaware limited liability company.

“SoftBank Bitcoin Amount” means 10,500 multiplied by the Bitcoin Price on the Business Day immediately prior to the closing of the Company Merger.

“SoftBank Bitcoin Cost Amount” means an amount equal to (A) the lesser of (x) the SoftBank Bitcoin Amount and (y) $1,000,000,000 multiplied by (B) the Applicable Rate.

“SoftBank Purchase Agreement” means the sale and purchase agreement, dated as of April 22, 2025, as amended and restated on June 23, 2025, by and between Tether and SoftBank.

“SoftBank Shares” means an equal number of shares of Pubco Class A Stock and Pubco Class B Stock purchased by SoftBank pursuant to the SoftBank Purchase Agreement.

“SPAC” means a special purpose acquisition company.

“SPAC Guidance” means the guidance issued by the SEC to the 2024 SPAC Rules.

“Sponsor” means Cantor EP Holdings, LLC, a Delaware limited liability company, which is 100% owned by Cantor.

“Sponsor Convertible Notes Subscription Agreement” means the subscription agreement, dated May 22, 2025, by and among the Sponsor, CEP and Pubco.

“Sponsor Loan” means the amended and restated promissory note entered into by CEP in favor of the Sponsor on November 5, 2024, and effective as of August 12, 2024, evidencing the loan of up to $1,750,000 committed to CEP by the Sponsor to fund CEP’s expenses after the CEP IPO and prior to a business combination relating to investigating and selecting an acquisition target and other working capital requirements.

“Sponsor Note” means the promissory note entered into by CEP in favor of the Sponsor on August 12, 2024, evidencing the loan the Sponsor will make to CEP in connection with the consummation of a business combination, an extension of the Combination Period or CEP’s liquidation (each, a “Redemption Event”), such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated April 22, 2025, by and among Pubco, CEP and the Sponsor.

“Sponsor Support Agreement Amendment” means Amendment No. 1 to Sponsor Support Agreement, dated June 25, 2025, by and among Pubco, CEP and the Sponsor.

“Strike” means Strike Limited.

“Subscription Notes” means Convertible Notes with an aggregate principal amount of $340.2 million.

“TBOC” means the Texas Business Organizations Code.

“Term SOFR Screen Rate” shall mean the forward-looking SOFR term rate for a 3-month tenor administered by CME (or any successor administrator determined by Purchaser in consultation with Seller) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by Purchaser in consultation with Seller).

“Tether” means Tether Investments, S.A. de C.V., an El Salvador Sociedad anónima de capital variable.

“Texas Business Combination Law” means the Business Organizations Code adopted by the State of Texas.

“Treasury Regulations” means regulations promulgated by the United States Department of the Treasury.

“Trust Account” means the trust account of CEP that holds the net proceeds of the CEP IPO and the CEP Private Placement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of August 12, 2024, by and between CEP and CST.

“Trustee” means U.S. Bank Trust Company, National Association.

“Twenty One” or “Company” means Twenty One Assets, LLC, a Delaware limited liability company.

“U.S.” means the United States of America.

“U.S. GAAP” or “GAAP” means generally accepted accounting principles in the United States of America.

“Withholding Shares” means the number of shares of Pubco Class A Stock and Pubco Class B Stock that Tether may withhold from transferring to SoftBank pursuant to the terms of the SoftBank Purchase Agreement.

“Withum” means WithumSmith+Brown, PC.

“Working Capital Loans” means the funds that the Sponsor or an affiliate of the Sponsor, or certain of CEP’s officers and directors may, but are not obligated to, loan CEP as may be required if the Sponsor Loan is insufficient to cover the working capital requirements of CEP.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding CEP, Pubco, Twenty One and their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        financial results or strategies regarding Pubco,

•        Twenty One and the Transactions and statements regarding the anticipated benefits and timing of the completion of the Transactions,

•        the assets held by Pubco,

•        the price and volatility of Bitcoin,

•        Bitcoin’s growing prominence as a digital asset and as the foundation of a new financial system,

•        Pubco’s listing on any securities exchange,

•        the macro and political conditions surrounding Bitcoin,

•        the planned business strategy including Pubco’s ability to develop a corporate architecture capable of supporting financial products built with and on Bitcoin and future innovations that will replace legacy financial tools with Bitcoin-aligned alternatives,

•        Pubco’s ability to grow its Bitcoin per share, and Bitcoin return rate,

•        Pubco’s ability to build Bitcoin financial services and build on top of Bitcoin with high-margin, high-growth cash flow opportunities,

•        Pubco’s ability to give its shareholders Bitcoin exposure to participate in Bitcoin in the capital markets plans and use of proceeds as well as any potential future capital raises,

•        objectives of management for future operations of Pubco,

•        the upside potential and opportunity for investors,

•        Pubco’s plan for value creation and strategic advantages, market size and growth opportunities, technological and market trends,

•        future financial condition and performance and expected financial impacts of the Transactions, and

•        the satisfaction of closing conditions to the Transactions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of CEP, Pubco or Twenty One as of any subsequent date, and neither CEP, Twenty One nor Pubco undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or to instruct how your vote should be cast or how you should vote your shares on the Proposals. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Pubco may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of securities of CEP or Pubco;

•        the risk that the Transactions may not be completed by the end of the Combination Period;

•        the failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of CEP Shareholders, or either of the PIPE Investments;

•        failure to realize the anticipated benefits of the Transactions;

•        the level of redemptions of the Public Shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing or trading of the Public Shares or the shares of Pubco Class A Stock;

•        the lack of a third-party fairness opinion in determining whether or not to pursue the Transactions;

•        the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after the Closing;

•        costs related to the Transactions and as a result of Pubco becoming a public company;

•        changes in business, market, financial, political and regulatory conditions;

•        risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin;

•        the risk that Pubco’s stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease between the signing of the Business Combination Agreement and the Closing or at any time after the Closing;

•        risks related to increased competition in the industries in which Pubco will operate;

•        risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin;

•        risks relating to the treatment of crypto assets for U.S. and foreign tax purposes;

•        risks that after the Closing, Pubco experiences difficulties managing its growth and expanding operations;

•        the risks that growing Pubco’s learning programs and educational content could be difficult;

•        challenges in implementing Pubco’s business plan including Bitcoin-related financial and advisory services, due to operational challenges, significant competition and regulation;

•        Pubco being considered to be a “shell company” by any securities exchange on which Pubco Class A Stock will be listed or by the SEC, which may impact Pubco’s ability to list Pubco Class A Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities;

•        the outcome of any potential legal proceedings that may be instituted against Pubco, CEP or others following the announcement of the Transactions, and

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

While forward-looking statements reflect CEP’s, Pubco’s and Twenty One’s good faith beliefs, as applicable, they are not guarantees of future performance. Except as otherwise required by applicable law, CEP, Pubco and Twenty One disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement/prospectus. For a further discussion of these and other factors that could cause CEP’s, Pubco’s and Twenty One’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to CEP, Pubco and Twenty One.

Questions and Answers About the Proposals

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Meeting and the Proposals. The following questions and answers do not include all the information that is important to CEP Shareholders. CEP Shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Meeting.

Q:     Why am I receiving this proxy statement/prospectus?

A:     On April 22, 2025, CEP, Pubco, Twenty One, CEP Merger Sub, Tether, Bitfinex and SoftBank entered into the Business Combination Agreement (as amended on July 26, 2025) pursuant to which they agreed to effect the Business Combination on the terms set forth therein and as is described in this proxy statement/prospectus. CEP Shareholders are being asked to vote to approve the Business Combination Agreement and the Business Combination. The Business Combination Agreement provides that, among other things:

(i)     CEP will merge with and into CEP Merger Sub, with CEP Merger Sub continuing as the CEP Surviving Subsidiary in the CEP Merger, as a result of which CEP Shareholders will receive one share of Pubco Class A Stock for each CEP Class A Ordinary Share held by such CEP Shareholder; and

(ii)    Twenty One will merge with and into Company Merger Sub, with Company Merger Sub continuing as the Company Surviving Subsidiary, as a result of which each Seller will be entitled to receive its pro rata share of (i) a number of shares of Pubco Class A Stock equal to (a) the product of 31,500, multiplied by $84,863.57 (which is the Signing Bitcoin Price) and (b) divided by $10.00 and (ii) a number of shares of Pubco Class B Stock equal to the product of (a) 31,500, multiplied by the Signing Bitcoin Price, divided by (b) $10.00. Each Seller will receive its pro rata share of the Class A Merger Consideration Shares and Class B Merger Consideration Shares, respectively, based on the number of Company Class A Interests and Company Class B Interests owned by such Seller at Closing, divided by the total number of Company Class A Interests and Company Class B Interests owned by all Sellers.

Concurrently with the signing of the Business Combination Agreement, on April 22, 2025, (i) the Convertible Notes Investors agreed to make a private investment in Pubco by purchasing Convertible Notes in the Initial Convertible Notes PIPE, for an aggregate principal amount of $340.2 million plus the Option to purchase up to an additional $100 million of Convertible Notes, which option was exercised in full on May 22, 2025, resulting in a total aggregate principal amount of $486.5 million of Convertible Notes, including the Exchange Notes and the Engagement Letter Notes, and (ii) the April Equity PIPE Investors agreed to make a private investment in CEP by purchasing 20,000,000 CEP Class A Ordinary Shares in the April Equity PIPE for an aggregate purchase price of $200 million (at $10.00 per share), payable in either cash or Bitcoin, with April Equity PIPE Investors having elected to purchase an aggregate of 2,950,000 April Equity PIPE Shares for 347.6168 Bitcoin and 17,050,000 April Equity PIPE Shares for cash. On June 19, 2025, CEP and Pubco entered into the June Equity PIPE Subscription Agreements with the June Equity PIPE Investors, pursuant to which CEP agreed to issue, and the June Equity PIPE Investors agreed to purchase, 7,857,143 CEP Class A Ordinary Shares for an aggregate purchase price of $165 million (at $21.00 per share), payable in either cash or Bitcoin, with June Equity PIPE Investors having elected to purchase an aggregate of 676,191 June Equity PIPE Shares for 132.9547 Bitcoin and 7,180,952 June Equity PIPE Shares for cash.

For more information about the PIPE Investments and other arrangements contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Agreement” and “Other Transaction Agreements.”

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Q:     What is being voted on at the Meeting?

A:     CEP Shareholders are being asked to vote to approve the following Proposals:

(1)    The Business Combination Proposal — to approve and adopt the Business Combination Agreement and the Business Combination. See the section entitled “The Business Combination Proposal.”

(2)    The Merger Proposal — to approve and authorize the CEP Merger and the CEP Plan of Merger. See the section entitled “The Merger Proposal.”

(3)    The NTA Proposal — to approve the NTA Amendment, which shall be effective upon the consummation of the Business Combination, to remove from the CEP Memorandum and Articles the limitation that CEP shall not consummate an initial business combination if it would cause its NTA to be less than $5,000,001 either immediately prior to or upon the consummation of an initial business combination. See the section entitled “The NTA Proposal.”

(4)    The Organizational Documents Proposals — to consider and vote, on a non-binding advisory basis, upon separate proposals to approve the material differences between the CEP Memorandum and Articles and the Proposed Organizational Documents, specifically to approve:

•        Proposal A: changes to the size and composition of the board of directors;

•        Proposal B: the change from a classified board of directors to an unclassified board;

•        Proposal C: the change that the board of directors is elected by a plurality of the votes cast by holders of shares of Pubco Class B Stock;

•        Proposal D: changes related to the parties that may call a special meeting of shareholders;

•        Proposal E: the changes to the quorum of the board of directors;

•        Proposal F: the changes to the notice of shareholder actions and meetings; and

•        Proposal G: the changes to the exclusive forum provision.

See the section entitled “The Organizational Documents Proposals.”

(5)    The Nasdaq Proposal — to approve a proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) shares of Pubco Stock in connection with the Business Combination, (ii) the CEP Class A Ordinary Shares issuable in repayment of the Sponsor Loan, (iii) Equity PIPE Shares, and (iv) additional shares of Pubco Stock that will, upon Closing, be reserved for issuance (a) upon conversion of the Convertible Notes issued pursuant to the Convertible Notes Subscription Agreements, the Sponsor Convertible Notes Subscription Agreement, the Securities Exchange Agreement and the PIPE Engagement Letter and (b) pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635. See the section entitled “The Nasdaq Proposal.”

(6)    The Adjournment Proposal — to approve a proposal to adjourn the Meeting to a later date or dates, if it is determined by CEP additional time is necessary or appropriate to complete the Business Combination or for any other reason. See the section entitled “The Adjournment Proposal.”

CEP will hold the Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. CEP Shareholders should read it carefully.

The vote of CEP Shareholders is important. CEP Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     What will happen to the CEP Class A Ordinary Shares in connection with the Closing?

A:     CEP Class A Ordinary Shares are currently listed on Nasdaq under the symbol “CEP.” In connection with the Closing, holders of CEP Class A Ordinary Shares will receive one share of Pubco Class A Stock for each CEP Class A Ordinary Share they hold at Closing. If Pubco’s application for listing is approved, shares of Pubco Class A Stock are expected to be traded on NYSE, Nasdaq or another national securities exchange under the symbol “XXI.”

Q:     What equity stake will current Public Shareholders, the PIPE Investors, the Sponsor, the Sellers, SoftBank and their Affiliates hold in Pubco immediately after the completion of the Business Combination and the PIPE Investments?

A:     Upon the completion of the Business Combination and the consummation of the PIPE Investments, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements, that no Convertible Notes are converted into shares of Pubco Class A Stock and that no shares of Pubco Class A Stock are issued pursuant to the Incentive Plan, (i) Public Shareholders, (ii) the April Equity PIPE Investors, (iii) the June Equity PIPE Investors, (iv) the Sponsor and its Affiliates, (v) the directors and officers of CEP, (vi) the Sellers and (vii) SoftBank, in each case, will own approximately 2.9%, 5.8%, 2.3%, 1.1%, 0%, 65.6% and 22.3% of the issued and outstanding shares of Pubco Class A Stock, respectively and approximately 0%, 0%, 0%, 0%, 0%, 74.7% and 25.3% of the issued and outstanding shares of Pubco Class B Stock, respectively.

Each holder of shares of Pubco Class A Stock will have no voting rights except as required by the TBOC, until all shares of Pubco Class B Stock are canceled. Once all shares of Pubco Class B Stock are canceled, holders of Pubco Class A Stock will acquire full voting rights. Each holder of shares of Pubco Class B Stock will be entitled to one vote for each share of Pubco Class B Stock held of record by such holder on all matters on which stockholders are generally entitled to vote. Therefore under the above assumptions, (i) Public Shareholders, (ii) the April Equity PIPE Investors, (iii) the June Equity PIPE Investors, (iv) the Sponsor and its Affiliates, (v) the directors and officers of CEP, (vi) the Sellers and (vii) SoftBank, in each case, will have approximately 0%, 0%, 0%, 0%, 0%, 74.7% and 25.3% of the voting power of Pubco, respectively, following the Business Combination. Please see the section titled “Description of Pubco Securities” for more details regarding the dual class structure of Pubco Stock, including the voting rights relating thereto.

Upon the completion of the Business Combination and the consummation of the PIPE Investments, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, that all PIPE Investors fund their commitments in their PIPE Subscription Agreements, that all Convertible Notes are converted into shares of Pubco Class A Stock at $13.00 per share and that no shares of Pubco Class A Stock are issued pursuant to the Incentive Plan, (i) Public Shareholders, (ii) the April Equity PIPE Investors, (iii) the June Equity PIPE Investors, (iv) the Sponsor and its Affiliates, (v) the directors and officers of CEP, (vi) the Sellers, (vii) SoftBank and (viii) the Convertible Note Investors, in each case, will own approximately 2.6%, 5.2%, 2.0%, 2.2%, 0%, 59.3%, 20.1%, and 8.6% of the issued and outstanding shares of Pubco Class A Stock, respectively and approximately 0%, 0%, 0%, 0%, 0%, 74.7%, 25.3% and 0% of the issued and outstanding shares of Pubco Class B Stock, respectively.

If any of the Public Shareholders exercise their redemption rights, the percentage of the issued and outstanding shares of Pubco Class A Stock held by the Public Shareholders will decrease and the percentages of issued and outstanding shares of Pubco Class A Stock held by the Equity PIPE Investors, the Sponsor and its Affiliates, the Sellers, SoftBank and, as applicable, the Convertible Note Investors, will each increase, in each case relative to the percentage held if none of the Public Shares are redeemed. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience dilution upon the conversion of any Convertible Notes, the issuance of any shares of Pubco Class A Stock pursuant to the Incentive Plan and other future equity issuances by Pubco that are unanticipated as of the date of this proxy statement/prospectus.

The tables below illustrate varying beneficial ownership levels in Pubco immediately upon Closing, assuming no redemptions by Public Shareholders, 25% Redemptions by Public Shareholders (2,500,000 CEP Class A Ordinary Shares are redeemed by Public Shareholders), 50% Redemptions by Public Shareholders (5,000,000 CEP Class A Ordinary Shares are redeemed by Public Shareholders), 75% Redemptions by Public Shareholders (7,500,000 CEP Class A Ordinary Shares are redeemed by Public Shareholders) and 100% Redemptions by Public Shareholders (10,000,000 CEP Class A Ordinary Shares are redeemed by Public Shareholders). If any of these assumptions are not correct, these percentages will be different.

Potential ownership of issued and outstanding shares of Pubco Class A Stock upon Closing (assuming that no Convertible Notes are converted into shares of Pubco Class A Stock):

Potential ownership of issued and outstanding shares of Pubco Class A Stock upon Closing (assuming that all Convertible Notes are converted into shares of Pubco Class A Stock at $13.00 per share):

____________

(1)      Includes (a) 2,800,000 shares of Pubco Class A Stock issued in exchange for the 2,500,000 CEP Class B Ordinary Shares and 300,000 CEP Class A Ordinary Shares owned by the Sponsor as of the date hereof, (b) 64,554 shares of Pubco Class A Stock issued to the Sponsor in exchange for the 64,554 CEP Class A Ordinary Shares received by the Sponsor as repayment of the $645,543 outstanding under the Sponsor Loan as of June 30, 2025, and (c) 915,104 shares of Pubco Class A Stock issued to the Sponsor in exchange for additional CEP Class A Ordinary Shares issued to the Sponsor pursuant to the anti-dilution provisions of the CEP Memorandum and Articles upon conversion of the Sponsor’s CEP Class B Ordinary Shares into CEP Class A Ordinary Shares and which are not exchanged for Convertible Notes pursuant to the Securities Exchange Agreement. Excludes shares of Pubco Class A Stock underlying the Convertible Notes issued to the Sponsor pursuant to the Securities Exchange Agreement and to CF&Co. pursuant to the PIPE Engagement Letter and Option Notes purchased by the Sponsor pursuant to the Sponsor Convertible Notes Subscription Agreement.

(2)      Includes (a) 267,320,245 shares of Pubco Class A Stock issued to Tether and Bitfinex in the Company Merger (based on 31,500 Bitcoin contributed to Twenty One in the Contribution at $84,863.57 per Bitcoin (the Signing Bitcoin Price)), less 77,177,880 shares of Pubco Class A Stock issued to Tether in the Company Merger and transferred to SoftBank pursuant to the SoftBank Purchase Agreement as described in footnote (3) below and (b) 37,532,514 shares of Pubco Class A Stock issued by Pubco to Tether in exchange for the sale of the Additional PIPE Bitcoin (equal to (i) 4,422.688667 Bitcoin multiplied by the Signing Bitcoin Price and then divided by (ii) $10.00). Excludes shares of Pubco Class B Stock issued to Tether and Bitfinex in the Company Merger and in exchange for the Additional PIPE Bitcoin.

(3)      Assumes 77,177,880 shares of Pubco Class A Stock are transferred to SoftBank by Tether pursuant to the SoftBank Purchase Agreement, calculated assuming (a) a Bitcoin Price as of the day immediately before Closing of $109,958.41, (b) that SoftBank pays the SoftBank Bitcoin Cost Amount and PIPE Bitcoin Cost Amount in cash rather than by reducing the number of shares transferred by Tether to SoftBank, and (c) that there are no Withholding Shares (as defined in the SoftBank Purchase Agreement). Excludes shares of Pubco Class B Stock to be transferred to SoftBank by Tether pursuant to the SoftBank Purchase Agreement.

(4)      Assumes all Convertible Notes (including Option Notes) are converted into shares of Pubco Class A Stock at $13.00 per share (without adjustment for any change in the Bitcoin Price between signing and Closing in accordance with the Indenture). Excludes shares of Pubco Class A Stock issued upon conversion of the Convertible Notes issued to the Sponsor and CF&Co. as described in footnote (5).

(5)      Includes all shares described in footnote (1) above, plus shares of Pubco Class A Stock issued to the Sponsor and CF&Co. upon conversion of the $46,300,000 in aggregate principal amount of the Convertible Notes issued to the Sponsor pursuant to the Securities Exchange Agreement and to CF&Co. pursuant to the PIPE Engagement Letter and the $12,791,000 Option Notes purchased by the Sponsor.

Dilution

Dilution per share to Public Shareholders is determined by CEP’s NTBV per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on NTBV per share, from the Public Shareholders as set forth as follows under five redemption scenarios.

The following table illustrates NTBV per share and the change in NTBV per share, as adjusted, following the Closing, including the issuance of CEP Class A Ordinary Shares to the Equity PIPE Investors, but excluding the other effects of the Business Combination, while giving effect to probable or consummated transactions that are material and other material effects on NTBV per share. These are presented in relation to the offering price per Public Share in the CEP IPO as set forth as follows under the five redemption scenarios:

____________

(1)      NTBV is calculated as total assets minus total liabilities and CEP Class A Ordinary Shares subject to redemption as of June 30, 2025.

(2)      NTBV is adjusted for (i) payments from the Trust Account at different levels of redemptions to Public Shareholders at the $10.57 per share redemption price as of June 30, 2025; (ii) transaction costs that have not been recorded on CEP’s financial statements as of June 30, 2025, which will have an impact on the calculation of NTBV upon the Closing; (iii) repayment of the $645,543 outstanding under the Sponsor Loan as of June 30, 2025, by issuing CEP Class A Ordinary Shares at $10.00 per share; and (iv) funding of the Equity PIPE by the Equity PIPE Investors.

(3)      Equity PIPE Proceeds is calculated as (i) the cash to be contributed pursuant to the Equity PIPE Subscription Agreements and (ii) the value of the 347.6168 Bitcoin to be contributed by April Equity PIPE Investors and the 132.9547 Bitcoin to be contributed by June Equity PIPE Investors pursuant to the Equity PIPE Subscription Agreements based on the Bitcoin Price as of September 4, 2025 of $109,958.41.

(4)      Dilution is calculated by subtracting the NTBV per share as of June 30, 2025, as adjusted, from the $10.00 CEP IPO per share price for the Public Shares.

CEP issued the Public Shares in the CEP IPO at $10.00 per share. After giving effect to the issuance of the Public Shares in the CEP IPO and the 300,000 CEP Private Placement Shares to the Sponsor in the CEP Private Placement, there were 12,800,000 CEP Ordinary Shares issued and outstanding. In connection with the Business Combination, assuming its consummation in accordance with the Business Combination Agreement, immediately after the Closing, Pubco is expected to have outstanding an additional 333,689,560 shares of Pubco Class A Stock, including (i) 27,857,143 shares of Pubco Class A Stock issued to the Equity PIPE Investors in the CEP Merger, (ii) 190,142,365 shares of Pubco Class A Stock issued to the Sellers in the Company Merger (excluding the shares of Pubco Class A Stock transferred by Tether to SoftBank), (iii) 77,177,880 shares of Pubco Class A Stock issued to Tether in the Company Merger that are transferred to SoftBank pursuant to the SoftBank Purchase Agreement, calculated assuming (a) a Bitcoin Price as of the day immediately before Closing of $109,958.41, (b) that SoftBank pays the SoftBank Bitcoin Cost Amount and PIPE Bitcoin Cost Amount in cash rather than by reducing the number of shares transferred by Tether to SoftBank, and (c) that there are no Withholding Shares (as defined in the SoftBank Purchase Agreement), (iv) 37,532,514 shares of Pubco Class A Stock issued to Tether in exchange for the sale of the Additional PIPE Bitcoin (equal to (i) 4,422.688667 Bitcoin multiplied by the Signing Bitcoin Price and then divided by (ii) $10.00), (v) 915,104 shares of Pubco Class A Stock that are issued to the Sponsor in exchange for additional CEP Class A Ordinary Shares issued to the Sponsor pursuant to the anti-dilution provisions of the CEP Memorandum and Articles upon conversion of the Sponsor’s CEP Class B Ordinary Shares into CEP Class A Ordinary Shares and which are not exchanged for Convertible Notes pursuant to the Securities Exchange Agreement, and (vi) 64,554 shares of Pubco Class A Stock issued to the Sponsor in exchange for the 64,554 CEP Class A Ordinary Shares received by the Sponsor as repayment of the $645,543 outstanding under the Sponsor Loan as of June 30, 2025. These shares outstanding exclude the 32,877,615 shares of Pubco Class A Stock issuable upon conversion of the Convertible Notes (including the Option Notes) to be issued to the Convertible Note Investors and the 4,545,461 shares of Pubco Class A Stock issuable to the Sponsor and CF&Co. upon conversion of the Convertible Notes issued to the Sponsor pursuant to the Securities Exchange Agreement and to CF&Co. pursuant to the PIPE Engagement Letter and Option Notes purchased by the Sponsor pursuant to the Sponsor Convertible Notes Subscription Agreement, in each case, assuming the applicable conversion price is $13.00 per share. These shares outstanding also assume that no shares of Pubco Class A Stock are issued and outstanding under the Incentive Plan. The tabular disclosure includes presentations of information at various illustrative redemption levels consistent with the “No Redemptions,”

“25% Redemptions,” “50% Redemptions,” “75% Redemptions” and “100% Redemptions” scenarios further described in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

For purposes of Item 1604(c)(1) of Regulation S-K, Pubco would have 346,489,560 total shares of Pubco Class A Stock outstanding immediately after giving effect to the Business Combination under the “No Redemptions” scenario based on the assumptions set forth in the preceding paragraph and as further described above. Where there are no redemptions of Public Shares prior to the Closing, CEP valuation is based on the $10.00 issuance price per Public Share in the CEP IPO and is therefore calculated as: $10.00 (CEP per share CEP IPO price) multiplied by 346,489,560 shares, or $3,464,895,600. The following table illustrates the valuation at the $10.00 issuance price per share in the CEP IPO for each redemption scenario:

____________

(1)      Includes (a) 2,800,000 shares of Pubco Class A Stock issued in exchange for the 2,500,000 CEP Class B Ordinary Shares and 300,000 CEP Class A Ordinary Shares owned by the Sponsor as of the date hereof, (b) 64,554 shares of Pubco Class A Stock issued to the Sponsor in exchange for the 64,554 CEP Class A Ordinary Shares received by the Sponsor as repayment of the $645,543 outstanding under the Sponsor Loan as of June 30, 2025, and (c) 915,104 shares of Pubco Class A Stock issued to the Sponsor in exchange for additional CEP Class A Ordinary Shares issued to the Sponsor pursuant to the anti-dilution provisions of the CEP Memorandum and Articles upon conversion of the Sponsor’s CEP Class B Ordinary Shares into CEP Class A Ordinary Shares and which are not exchanged for Convertible Notes pursuant to the Securities Exchange Agreement. Excludes shares of Pubco Class A Stock underlying the Convertible Notes issued to the Sponsor pursuant to the Securities Exchange Agreement and to CF&Co. pursuant to the PIPE Engagement Letter and Option Notes purchased by the Sponsor pursuant to the Sponsor Convertible Notes Subscription Agreement.

(2)      Includes (a) 267,320,245 shares of Pubco Class A Stock issued to Tether and Bitfinex in the Company Merger (based on 31,500 Bitcoin contributed to Twenty One in the Contribution at $84,863.57 per Bitcoin (the Signing Bitcoin Price)), less 77,177,880 shares of Pubco Class A Stock issued to Tether in the Company Merger and transferred to SoftBank pursuant to the SoftBank Purchase Agreement as described in footnote (3) below and (b) 37,532,514 shares of Pubco Class A Stock issued by Pubco to Tether in exchange for the sale of the Additional PIPE Bitcoin (equal to (i) 4,422.688667 Bitcoin multiplied by the Signing Bitcoin Price and then divided by (ii) $10.00). Excludes shares of Pubco Class B Stock issued to Tether and Bitfinex in the Company Merger and in exchange for the Additional PIPE Bitcoin.

(3)      Assumes 77,177,880 shares of Pubco Class A Stock are transferred to SoftBank by Tether pursuant to the SoftBank Purchase Agreement, calculated assuming (a) a Bitcoin Price as of the day immediately before Closing of $109,958.41, (b) that SoftBank pays the SoftBank Bitcoin Cost Amount and PIPE Bitcoin Cost Amount in cash rather than by reducing the number of shares transferred by Tether to SoftBank, and (c) that there are no Withholding Shares (as defined in the SoftBank Purchase Agreement). Excludes shares of Pubco Class B Stock to be transferred to SoftBank by Tether pursuant to the SoftBank Purchase Agreement.

The foregoing required disclosure is not a guarantee that the trading price of Pubco Class A Stock will not be below the offering price in the CEP IPO, nor is the required disclosure a guarantee that Pubco will attain any of the levels of valuation presented.

The above discussion and table are based on 12,800,000 CEP Ordinary Shares outstanding on June 30, 2025, and exclude the potential dilutive effects associated with the conversion of the Convertible Notes to be issued by Pubco at the Closing.

The above discussion and table also exclude potential dilutive effects associated with future issuances or grants of equity or equity-linked securities by Pubco pursuant to the Incentive Plan.

The aforementioned equity issuances are not the only sources of potential dilution to the relative ownership percentage associated with shares of Pubco Class A Stock held by non-redeeming Public Shareholders after the Closing; any additional equity and equity-linked issuances by Pubco may result in additional dilution to Public Shareholders’ percentage ownership in Pubco, potentially significantly, and may have other effects, as described above and as further described in the “Risk Factors” section of this proxy statement/prospectus.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Summary of the Proxy Statement/Prospectus — Ownership of Pubco After the Transactions” and “Summary of the Proxy Statement/Prospectus — Dilution” as described above. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     What conditions must be satisfied or waived to complete the Business Combination?

A:     There are a number of closing conditions to the Business Combination in the Business Combination Agreement, including, but not limited to, the following: (i) the receipt of Required Shareholder Approval; (ii) the consummation of the Transactions not being prohibited by applicable law; (iii) effectiveness of the Registration Statement; (iv) the shares of Pubco Class A Stock having been approved for listing on NYSE, Nasdaq or another national securities exchange; and (v) the April PIPE Investments (exclusive of the Option) having been fully funded in accordance with the respective PIPE Subscription Agreements.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination — The Business Combination Agreement” and “The Business Combination — Other Transaction Agreements.”

Q:     Why is CEP providing CEP Shareholders with the opportunity to vote on the Business Combination?

A:     Under the CEP Memorandum and Articles, CEP must provide all Public Shareholders with the opportunity to have their Public Shares redeemed upon the consummation of CEP’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business reasons and pursuant to Cayman Islands law requirements, CEP has elected to structure the Business Combination in such a way as to provide Public Shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, CEP is seeking to obtain the approval of the CEP Shareholders of the Business Combination Proposal, among the other Proposals, in order to allow the Public Shareholders to effectuate redemptions of their Public Shares in connection with the consummation of the Business Combination.

Q:     Are there any arrangements to help ensure that there will be sufficient funds to consummate the Business Combination?

A:     Yes. On April 22, 2025, Pubco and CEP entered into (a) the Convertible Notes Subscription Agreements with the Convertible Notes Investors who agreed to make a private investment in Pubco by purchasing Convertible Notes with an aggregate principal amount of $340.2 million and (b) the April Equity PIPE Subscription Agreements with the April Equity PIPE Investors who agreed to make a private investment in CEP by purchasing 20,000,000 CEP Class A Ordinary Shares in the aggregate amount of $200 million ($10.00 per share), which includes the value of an aggregate of 347.6168 Bitcoin to be invested by certain April Equity PIPE Investors instead of cash. Pursuant to the Convertible Notes Subscription Agreements, Pubco granted the Convertible Note Investors the

Option to purchase up to an aggregate of $100 million additional Convertible Notes at any time before May 22, 2025, which Option was exercised in full by certain of the Convertible Note Investors and the Sponsor, such that the total gross proceeds of the Convertible Notes will be $440.2 million.

On June 19, 2025, CEP and Pubco entered into the June Equity PIPE Subscription Agreements with the June Equity PIPE Investors, pursuant to which CEP agreed to issue, and the June Equity PIPE Investors agreed to purchase, 7,857,143 CEP Class A Ordinary Shares for an aggregate purchase price of $165 million, which includes the value of an aggregate of 132.9547 Bitcoin to be invested by certain June Equity PIPE Investors instead of cash. The April Equity PIPE Investors and June Equity PIPE Investors confirmed, at the time of entering into their respective subscription agreements, the amounts, if any, that they will contribute as In-Kind PIPE Bitcoin.

The proceeds from the PIPE Investments will be used to purchase the PIPE Bitcoin. The proceeds from the Trust Account (net of any amounts used to fund the redemptions of Public Shares) and the PIPE Investments (net of the amounts used to purchase the PIPE Bitcoin) will be used to pay any transaction expenses of the parties, including certain of the CEP Loans, administrative expenses of the parties and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations and to purchase additional Bitcoin. In addition, CEP and Twenty One may seek to arrange for additional third-party financing which may be in the form of debt (including convertible notes) or equity, the proceeds of which would be used for a variety of purposes.

Q:     How many votes do I have at the Meeting?

A:     CEP Shareholders are entitled to one vote at the Meeting for each CEP Ordinary Share held of record as of September 17, 2025, the Record Date for the Meeting. As of the close of business on the Record Date, there were 12,800,000 CEP Ordinary Shares issued and outstanding.

Q:     What vote is required to approve the proposals presented at the Meeting?

A:     To pass, each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution of CEP Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CEP Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, each of the Merger Proposal and the NTA Proposal requires a special resolution of CEP Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the CEP Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). CEP Shareholders are also being asked to approve, on a non-binding advisory basis, each of the Organizational Documents Proposals. Although the CEP Board is asking CEP Shareholders to approve each of the Organizational Documents Proposals on the non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on each of the Organizational Documents Proposals, the Amended and Restated Pubco Charter and Pubco’s Amended and Restated Bylaws will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are approved.

Assuming a quorum is established, a CEP Shareholder’s failure to vote by proxy or to vote at the Meeting will have no effect on the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the Proposals. The Sponsor currently holds 2,500,000 CEP Class B Ordinary Shares and 300,000 CEP Class A Ordinary Shares, representing 21.9% of the issued and outstanding CEP Ordinary Shares. The Sponsor has agreed to vote its 2,800,000 CEP Ordinary Shares in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of CEP Shareholders by an ordinary resolution, in addition to the Sponsor’s CEP Ordinary Shares, CEP would need only 3,600,001, or 36.0%, of the 10,000,000 Public Shares (assuming all issued and outstanding CEP Ordinary Shares are voted at the Meeting), and only 400,001, or 4.0%, of the 10,000,000 Public Shares (assuming a minimum number of CEP Ordinary Shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CEP Shareholders by a special resolution, in addition to the Sponsor’s CEP Ordinary Shares, CEP would need only 5,733,334, or 57.3%, of the 10,000,000 Public Shares (assuming all issued and outstanding CEP Ordinary Shares are voted at the Meeting), and only 1,466,668, or 14.7%, of the 10,000,000 Public Shares (assuming a minimum number of CEP Ordinary Shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved.

Q:     Are the Proposals conditioned on one another?

A:     Under the Business Combination Agreement, the approval by CEP Shareholders of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If any of those Proposals is not approved by CEP Shareholders, the Business Combination will not be consummated, unless waived by the Parties. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The NTA Proposal, the Organizational Documents Proposals and the Nasdaq Proposal are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

Q:     What constitutes a quorum at the Meeting?

A:     A quorum of CEP Shareholders is necessary to hold a valid meeting. A quorum for the Meeting consists of the holders of a majority of the then issued and outstanding CEP Ordinary Shares (whether in person (including via the virtual meeting platform) or by proxy). As of the Record Date, CEP Shareholders holding 6,400,001 CEP Ordinary Shares would be required to achieve a quorum at the Meeting. In addition to the CEP Ordinary Shares held by the Sponsor, which represent approximately 21.9% of the issued and outstanding CEP Ordinary Shares and which will count towards this quorum, CEP will need only CEP Shareholders holding 3,600,001 CEP Ordinary Shares, or 36.0%, of the 10,000,000 Public Shares represented in person (including via the virtual meeting platform) or by proxy at the Meeting to have a valid quorum.

Q:     How will the Sponsor and CEP’s directors and officers vote?

A:     The Sponsor has agreed to vote its 2,800,000 CEP Ordinary Shares, representing 21.9% of the issued and outstanding CEP Ordinary Shares, in favor of each of the Proposals. While none of CEP’s executive officers or directors directly own any CEP Ordinary Shares, pursuant to the Insider Letter, each of CEP’s executive officers and directors have agreed to vote any CEP Ordinary Shares held by them in favor of the initial business combination, including the Business Combination. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if the Sponsor and CEP’s officers and directors had agreed to vote their CEP Ordinary Shares in accordance with the majority of the votes cast by Public Shareholders.

As a result, with respect to each Proposal that require approval of CEP Shareholders by an ordinary resolution, in addition to the Sponsor’s CEP Ordinary Shares, CEP would need only 3,600,001, or 36.0%, of the 10,000,000 Public Shares (assuming all issued and outstanding CEP Ordinary Shares are voted at the Meeting), and only 400,001, or 4.0%, of the 10,000,000 Public Shares (assuming a minimum number of CEP Ordinary Shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CEP Shareholders by a special resolution, in addition to the Sponsor’s CEP Ordinary Shares, CEP would need only 5,733,334, or 57.3%, of the 10,000,000 Public Shares (assuming all issued and outstanding CEP Ordinary Shares are voted at the Meeting), and only 1,466,668, or 14.7%, of the 10,000,000 Public Shares (assuming a minimum number of CEP Ordinary Shares to achieve a quorum are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved.

Q:     What interests do the Sponsor, CEP’s directors and executive officers and their affiliates have in the Business Combination?

A:     When Public Shareholders consider the recommendation of the CEP Board in favor of approval of the Business Combination and other Proposals, Public Shareholders should keep in mind that the Sponsor and CEP’s directors and officers have interests in the Proposals that are different from or in addition to (and which may conflict with), the interests of a Public Shareholder as a CEP Shareholder. These interests include, among other things:

•        As of the date hereof, the Sponsor is the record holder of 2,500,000 CEP Class B Ordinary Shares and 300,000 CEP Class A Ordinary Shares. The following persons have material interests in the Sponsor: Cantor is the sole member of the Sponsor; CFGM is the managing general partner of Cantor; and Howard W. Lutnick is the trustee of CFGM’s sole stockholder. As of the date hereof, each of Cantor, CFGM and Howard W. Lutnick may be deemed to have beneficial ownership of the CEP Ordinary Shares held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Further,

on May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon Lutnick, CEP’s Chairman and Chief Executive Officer, all of the voting shares of CFGM. Following the closing of the Cantor Sale Transaction, Brandon Lutnick will be deemed to have voting or dispositive power over the CEP Ordinary Shares held by the Sponsor, and Howard W. Lutnick will no longer have voting or dispositive power over such CEP Ordinary Shares. Further, Brandon Lutnick is the Chairman and Chief Executive Officer of each of the Sponsor, Cantor and CFGM. As of the date hereof, other than Brandon Lutnick (as described above) and Danny Salinas (who has a minority limited partnership interest in Cantor), none of CEP’s other directors or executive officers has a direct or indirect ownership interest in the Sponsor and none of CEP’s directors or executive officers has beneficial ownership of the CEP Ordinary Shares held directly by the Sponsor;

•        The Sponsor paid $25,000, or approximately $0.01 per share, for the 2,500,000 CEP Class B Ordinary Shares, and $3,000,000, or $10.00 per share, for the 300,000 CEP Class A Ordinary Shares. As of September 2, 2025, the aggregate value of such shares is estimated to be approximately $63.6 million, assuming the per share value of the shares is the same as the $22.70 closing price of the CEP Class A Ordinary Shares on Nasdaq on September 2, 2025. As a result, the Sponsor is likely to be able to recoup its investment in CEP and make a substantial profit on that investment, even if shares of Pubco Class A Stock have lost significant value after the Closing. This means that the Sponsor could earn a positive rate of return on its investment, even if Public Shareholders experience a negative rate of return in Pubco;

•        The 2,500,000 CEP Class B Ordinary Shares and 300,000 CEP Class A Ordinary Shares held by the Sponsor and purchased by the Sponsor for $3,025,000 will be worthless if a business combination is not consummated by CEP by the end of the Combination Period (as defined below);

•        The Sponsor agreed that the 300,000 CEP Class A Ordinary Shares it holds will not be sold or transferred until 30 days after CEP has completed a business combination and the Sponsor agreed that the 2,500,000 CEP Class B Ordinary Shares it holds will not be sold or transferred until the earlier of (a) the one-year anniversary of CEP’s business combination and (b) the date on which the successor company completes certain material transactions that result in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property, subject to in each case to certain exceptions; provided that at Closing, the Sponsor and CEP will enter into an amendment to the Insider Letter to modify clause (a) from one year to six (6) months. These lock-ups will apply to the applicable shares of Pubco Class A Stock received by the Sponsor pursuant to the CEP Merger;

•        The CEP Memorandum and Articles contains an anti-dilution provision which adjusts the conversion ratio of the CEP Class B Ordinary Shares upon their conversion to CEP Class A Ordinary Shares upon certain issuances of equity and equity-linked securities by CEP, which includes the CEP Class A Ordinary Shares to be issued in the Equity PIPEs, such that the number of CEP Class A Ordinary Shares issued in respect of the CEP Class B Ordinary Shares represents 20% of all CEP Ordinary Shares that remain outstanding and are not redeemed in connection with the Business Combination and the Equity PIPE Shares (but excluding the CEP Private Placement Shares). As a result of the foregoing, depending on the number of Public Shares redeemed in connection with the Business Combination, the Sponsor’s 2,500,000 CEP Class B Ordinary Shares will convert into between 6,964,286 CEP Class A Ordinary Shares (if all Public Shares are redeemed) and 9,464,286 CEP Class A Ordinary Shares (if no Public Shares are redeemed). Pursuant the Sponsor Support Agreement, the Sponsor has agreed to forfeit a number of CEP Class A Ordinary Shares it receives upon conversion of its CEP Class B Ordinary Shares so that such number of CEP Class A Ordinary Shares retained by the Sponsor equals the lesser of (a) 25% of the sum of the number of Public Shares not subject to redemption in connection with the Closing and the number of CEP Class A Ordinary Shares issued in the Equity PIPEs and (b) the sum of (i) 7,084,804 and (ii) 1.5% of the gross proceeds received by Pubco and CEP pursuant to the April PIPE Investments, divided by $10.00. Such CEP Class A Ordinary Shares will then exchange into an equal number of shares of Pubco Class A Stock in the CEP Merger. The additional shares will be issued to the Sponsor for no additional consideration and a certain number of them will be exchanged for Exchange Notes;

•        The Sponsor is a party to the Sponsor Support Agreement and immediately after the Closing will enter into the Securities Exchange Agreement with Pubco. Pursuant to the Securities Exchange Agreement, the Sponsor has agreed to exchange the Exchange Shares for the Exchange Notes equal in value to the product of (1) the total number of the Exchange Shares multiplied by (2) $10.00 per share. The Exchange Notes

and shares of Pubco Class A Stock issuable upon conversion thereof will have the same registration rights as set forth in the Convertible Notes Subscription Agreements. Assuming no redemptions of Public Shares in connection with the Business Combination and the issuance of 27,857,143 CEP Class A Ordinary Shares in the Equity PIPEs, of the 8,045,104 shares of Pubco Class A Stock that the Sponsor would receive in exchange for its Founder Shares (after forfeiting 1,419,182 shares in accordance with the Sponsor Support Agreement), the Sponsor would exchange 4,630,000 of such shares for Exchange Notes with an aggregate principal amount of $46.3 million. See “Questions and Answers about the Proposals — Q. What equity stake will current Public Shareholders, the PIPE Investors, the Sponsor, the Sellers, SoftBank and their affiliates hold in Pubco immediately after the completion of the Business Combination and the PIPE Investments?” for further information about the Securities Exchange Agreement.

•        CF&Co., an affiliate of the Sponsor and Cantor, is a party to the PIPE Engagement Letter, pursuant to which Pubco and CEP engaged CF&Co. as the exclusive placement agent for the PIPE Investments, and Pubco engaged CF&Co. for certain future capital markets advisory and other non-financial advisory services, and the M&A Engagement Letter, pursuant to which CEP engaged CF&Co. as CEP’s exclusive financial advisor for the Business Combination. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. will receive a cash fee at the Closing equal to approximately $19.9 million, which is equal to the sum of (i) 0.5% of the value of the Bitcoin to be contributed by Tether and Bitfinex pursuant to the Contribution Agreement, (ii) 0.5% of the gross proceeds received by Pubco and CEP pursuant to the April PIPE Investments (assuming that all April PIPE Investors fund their commitments in their PIPE Subscription Agreements) and (iii) 2.0% of the gross proceeds received by Pubco and CEP pursuant to the June Equity PIPE (assuming that all June Equity PIPE Investors fund their commitments in their PIPE Subscription Agreements). Additionally, pursuant to the PIPE Engagement Letter, based on the terms therein and depending upon the number of redemptions of Public Shares in connection with the Business Combination, CF&Co. may also receive Convertible Notes, such that the aggregate principal value of the Engagement Letter Notes and the Exchange Notes is equal to the sum of (i) 1.5% of the value of the Bitcoin to be contributed by Tether and Bitfinex pursuant to the Contribution Agreement, (ii) 1.5% of the gross proceeds received by Pubco and CEP pursuant to the April PIPE Investments, subject to certain adjustments and (iii) $98,963 in additional consideration. Unless more than 56.7% of the Public Shares are redeemed in connection with the Closing, and assuming the April PIPE Investments are fully funded, CF&Co. will not receive any Engagement Letter Notes. CF&Co. is not entitled to receive any fees pursuant to the M&A Engagement Letter but will be indemnified against certain liabilities arising out of its engagement. In addition, CF&Co. previously entered into the Business Combination Marketing Agreement with CEP on August 12, 2024, pursuant to which CF&Co. will receive a $3.5 million cash fee at the Closing. Payment of the foregoing fees are contingent on the Closing.

•        Pursuant to the Sponsor Convertible Notes Subscription Agreement, the Sponsor has agreed to purchase Convertible Notes with an aggregate principal amount of $12,791,000 at Closing (constituting its pro rata allotment of the Option Notes).

•        The Sponsor and CEP’s officers and directors have agreed not to redeem any CEP Ordinary Shares held by them in connection with a shareholder vote to approve a proposed business combination, including the Business Combination;

•        The CEP Memorandum and Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as CEP; and (ii) CEP renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and CEP, on the other. In the course of their other business activities, CEP’s officers and directors may have, or may become aware of, other investment and business opportunities which may be appropriate for presentation to CEP as well as the other entities with which they are affiliated. CEP’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business combination opportunity should be presented, any pre-existing fiduciary obligation will be presented the business combination opportunity before CEP is presented with it. CEP does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target;

•        CEP has until the end of the Combination Period to consummate an initial business combination. If the Business Combination with Twenty One is not consummated and CEP does not consummate another business combination by the end of the Combination Period, CEP will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the CEP Board, dissolving and liquidating, subject in each case above to CEP’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the 2,500,000 CEP Class B Ordinary Shares and 300,000 CEP Class A Ordinary Shares held by the Sponsor would be worthless because the Sponsor has waived its right to participate in any redemption or distribution with respect to such CEP Ordinary Shares, and the Sponsor and CF&Co. will not receive any of the securities and fees described above;

•        CEP has issued the Sponsor Loan to the Sponsor in respect of the loans the Sponsor has made, and will make, to CEP to fund CEP’s expenses relating to investigating and selecting an acquisition target and other working capital requirements. The Sponsor Loan does not bear interest and is repayable by CEP to the Sponsor upon consummation of a business combination; provided that, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Loan may be converted into CEP Class A Ordinary Shares at a conversion price of $10.00 per share. Otherwise, the Sponsor Loan would be repaid only out of funds held outside of the Trust Account. As of June 30, 2025, CEP had $645,543 outstanding under the Sponsor Loan. If the Business Combination or another business combination is not consummated by the end of the Combination Period, the Sponsor Loan may not be repaid to the Sponsor, in whole or in part. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed that upon consummation of the Business Combination, all the amounts owed by CEP to it under the Sponsor Loan (other than certain expenses incurred with the SEC and Nasdaq in connection with the Business Combination) will be repaid in the form of newly issued CEP Class A Ordinary Shares, rather than in cash, at a value of $10.00 per share;

•        CEP has also issued the Sponsor Note (as further described under the heading “Information About CEP”) in connection with certain loans the Sponsor will make to CEP in connection with each Redemption Event, such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares on such Redemption Event. The Sponsor Note does not bear interest and is repayable by CEP to the Sponsor upon consummation of a business combination. Otherwise, the Sponsor Note would be repaid only out of funds held outside of the Trust Account. As of June 30, 2025, CEP had $0 outstanding under the Sponsor Note. The Sponsor Note, if drawn, will not be repaid to the extent that the amount of the Sponsor Note exceeds the amount of available proceeds not deposited in the Trust Account if a business combination is not completed;

•        If CEP is unable to complete a business combination by the end of the Combination Period, the Sponsor has agreed to be liable to CEP if and to the extent of any claims by a third party for services rendered or products sold to CEP or by a prospective acquisition target with which CEP has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, in each case, reduce the amount of redemption amount to below the lesser of (i) the sum of (A) $10.00 per Public Share and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event and (ii) the sum of (A) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, and (B) $0.15 per redeemed Public Share pursuant to the funding of the Sponsor Note in connection with a Redemption Event, provided that such liability will not apply to any claims by a third party or prospective acquisition target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under CEP’s indemnity of the underwriters of the CEP IPO against certain liabilities, including liabilities under the Securities Act and CEP’s public auditor;

•        The Sponsor, CEP’s officers and directors and their affiliates are entitled to reimbursement for any out-of-pocket expenses incurred by them in connection with certain activities on CEP’s behalf, such as identifying, investigating, negotiating and completing a business combination. If CEP does not complete a business combination by the end of the Combination Period, CEP may not have the cash necessary to reimburse these expenses. As of the date of this proxy statement/prospectus, none of the Sponsor, CEP’s officers and directors or their affiliates has incurred any such expenses which would be reimbursed at the Closing; and

•        CEP’s officers and directors will be eligible for continued indemnification and continued coverage under a tail policy for CEP’s directors’ and officers’ liability insurance policy for up to a six-year period from and after the Closing for events occurring prior to the Closing, which tail policy is to be paid for by Pubco at the Closing pursuant to the Business Combination Agreement. If the Business Combination does not close, CEP’s officers and directors may not receive this tail insurance coverage.

Unrelated to the Business Combination, affiliates of the Sponsor and Cantor, including CF&Co., have provided investment banking and other advisory services to Tether, SoftBank and their respective affiliates in the past and may continue to do so in the future. Cantor and its affiliates, including CF&Co., received or may receive customary fees, commissions or other compensation in connection with such services. Cantor and its affiliates are also party to other agreements with Tether and its affiliates (including ownership by an affiliate of Cantor of a convertible note in Tether’s parent company that is convertible into a minority ownership interest in Tether’s parent company), that are unrelated to the Business Combination and may pursue additional business relationships and opportunities in the future with Tether unrelated to the Business Combination.

For more information, see “Certain Relationships and Related Party Transactions” and see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Since the Sponsor and CEP’s directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with Pubco and Twenty One is appropriate as CEP’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CEP if the Business Combination is not completed or any other business combination is not completed.”

CEP’s management determined that, in light of the potential conflicting interests described above with respect to the Sponsor and its affiliates, the CEP Audit Committee should separately review and consider the potential conflicts of interest with respect to the Sponsor and its Affiliates arising out of the proposed Business Combination and the proposed terms in respect thereof. Accordingly, the CEP Audit Committee reviewed and considered such interests and, after taking into account the factors they deemed applicable (including the potential conflicting interests), unanimously approved the Business Combination Agreement and the transactions contemplated therein.

Q:     What interests do Pubco’s directors and executive officers have in the Business Combination?

A:     In considering the recommendation of the CEP Board to vote in favor of approval of the Proposals, unaffiliated CEP Shareholders should keep in mind that the directors and executive officers of Pubco have interests in such Proposals that are different from or in addition to, those of unaffiliated CEP Shareholders. In particular:

•        Pubco is in the process of negotiating employment agreements with its Chief Executive Officer and Chief Financial Officer and expects to enter into an employment agreement with each of them prior to the Closing. Pubco also intends to grant equity awards under the Incentive Plan to Pubco’s Chief Executive Officer and Chief Financial Officer in accordance with their employment agreements. As party to the anticipated employment agreements and recipients of the anticipated equity awards, Pubco’s Chief Executive Officer and Chief Financial Officer may have interests in the Business Combination that are different from, or in addition to, the shareholders of Pubco; and

•        The fact that Jack Mallers, Chief Executive Officer and President of Pubco, is expected to become a director of Pubco at Closing.

Q:     What is CF&Co.’s history with CEP and Pubco?

A:     CF&Co.’s history with CEP and Pubco can be summarized as follows:

•        CF&Co. served as underwriter for the CEP IPO. Pursuant to an underwriting agreement, dated August 12, 2024, between CEP, on the one hand, and CF&Co. and Odeon Capital Group LLC (“Odeon”), on the other hand, CEP paid a total of $2,000,000 in underwriting discounts and commissions for CF&Co.’s services as the representative of the underwriters in CEP IPO.

•        Pursuant to the Business Combination Marketing Agreement, CEP engaged CF&Co. as an advisor in connection with CEP’s initial business combination to assist CEP in arranging meetings with CEP Shareholders to discuss any potential business combination and an acquisition target’s attributes, introducing CEP to potential investors that are interested in purchasing CEP’s securities and assisting CEP with its press releases and public filings in connection with any business combination. Pursuant to the Business Combination Marketing Agreement, CEP agreed to pay CF&Co. a cash fee for such services upon the consummation of its business combination in an amount equal to $3,500,000.

•        Pursuant to the PIPE Engagement Letter, CEP and Pubco engaged CF&Co. to act as their exclusive placement agent for each of the PIPE Investments, and Pubco engaged CF&Co. for certain future capital markets advisory and other non-financial advisory services. Pursuant to the PIPE Engagement Letter, for the services provided thereto CF&Co. will receive a cash fee at the Closing, which is equal to the sum of (i) 0.5% of the value of the Bitcoin to be contributed by Tether and Bitfinex pursuant to the Contribution Agreement, (ii) 0.5% of the gross proceeds received by Pubco and CEP pursuant to the April PIPE Investments and (iii) 2.0% of the gross proceeds received by Pubco and CEP pursuant to the June Equity PIPE, which, assuming all PIPE Investors fund their commitments in their PIPE Subscription Agreements, is equal to approximately $19.9 million. Additionally, pursuant to the PIPE Engagement Letter, based on the terms therein and depending upon the number of redemptions of Public Shares in connection with the Business Combination, CF&Co. may also receive Convertible Notes, such that the aggregate principal value of the Engagement Letter Notes and the Exchange Notes is equal to the sum of (i) 1.5% of the value of the Bitcoin to be contributed by Tether and Bitfinex pursuant to the Contribution Agreement, (ii) 1.5% of the gross proceeds received by Pubco and CEP pursuant to the April PIPE Investments, subject to certain adjustments and (iii) $98,963 in additional consideration. Unless more than 56.7% of the Public Shares are redeemed in connection with the Closing, and assuming the April PIPE Investments are fully funded, CF&Co. will not receive any Engagement Letter Notes.

•        Pursuant to the M&A Engagement Letter, CEP engaged CF&Co. to act as its exclusive financial advisor for the Business Combination, in connection with which CF&Co. agreed to perform customary services. CF&Co. will not receive any fees for its services under the M&A Engagement Letter, although it is entitled to indemnification by CEP (or, following the Closing of the Business Combination, Pubco).

Q:     What is Cantor’s history with each of Tether, SoftBank and their affiliates?

A:     Unrelated to the Business Combination, affiliates of the Sponsor and Cantor, including CF&Co., have provided investment banking and other advisory services to Tether, SoftBank and their respective affiliates in the past and may continue to do so in the future. Cantor and its affiliates, including CF&Co., received or may receive customary fees, commissions or other compensation in connection with such services. Cantor and its affiliates are parties to other agreements with Tether and its affiliates (including ownership by an affiliate of Cantor of a convertible note in Tether’s parent company that is convertible into a minority ownership interest in Tether’s parent company), that are unrelated to the Business Combination and may pursue additional business relationships and opportunities in the future with Tether unrelated to the Business Combination.

Q:     When will the Sponsor, Tether, Bitfinex and SoftBank be entitled to transfer their shares of Pubco Class A Stock?

A:     Each of the Sponsor, Tether, Bitfinex and SoftBank has agreed to restrictions on its ability to transfer, assign or sell their shares of Pubco Class A Stock, as summarized in the table below. Such transfer restrictions will apply until the applicable expiration date, unless earlier waived by the contracting parties.

Q:     Did the CEP Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A:     No. The CEP Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CEP’s management, the members of the CEP Board and the other representatives of CEP have experience in evaluating the operating and financial merits of cryptocurrency companies and reviewed certain financial information of Twenty One and other relevant financial information selected based on the experience and the professional judgment of CEP’s management

team. Accordingly, investors will be relying solely on the judgment of the CEP Board in valuing Twenty One’s business and accordingly, investors assume the risk that the CEP Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the CEP Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CEP Shareholders have no assurance from an independent source that the number of shares of Pubco Stock to be issued to the Sellers and CEP Shareholders in the Business Combination is fair to CEP — and, by extension, CEP Shareholders — from a financial point of view.”

Q:     What factors did the CEP Board consider in connection with its decision to recommend voting in favor of the Business Combination?

A:     The CEP Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the CEP Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the CEP Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.” Before reaching its decision, the CEP Board reviewed the information provided to it by its management, representatives of the Sponsor and CEP’s legal and financial advisors, including the analyses prepared by CF&Co., in its capacity as financial advisor to CEP, as further described in the section entitled “The Business Combination Proposal — CEP Board’s Reasons for Approval of the Business Combination — Comparable Company Analysis” below.

Neither the CEP Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether to pursue the terms of the Business Combination (including the consideration to be received by CEP Shareholders and members of Twenty One). Among other items, CF&Co. and the CEP Board reviewed the Comparable Company Analysis prepared by CF&Co. utilizing information provided by Pubco and publicly available information, as further described below, all of which helped form the basis for CF&Co.’s analysis and which the CEP Board used in its review and approval of the terms of the Business Combination (including the consideration to be received by CEP Shareholders and members of Twenty One).

The CEP Board determined that pursuing a potential business combination with Pubco and Twenty One would be an attractive opportunity for CEP and the CEP Shareholders, which determination was based on a number of factors. See the section titled “The Business Combination Proposal — CEP Board’s Reasons for Approval of the Business Combination.”

Q:     What are the U.S. federal income tax consequences of the CEP Merger to me?

A:     It is the opinion of CEP’s counsel, Ellenoff Grossman & Schole LLP, that the CEP Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax purposes. Consequently, based on counsel’s opinion that the CEP Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, except as otherwise provided below in the sections entitled “U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the CEP Merger to U.S. Holders — Effects of PFIC Rules on the CEP Merger,” and “U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the CEP Merger to U.S. Holders — Effects of Section 367 to U.S. Holders,” a U.S. Holder will not recognize gain or loss upon the exchange of its Public Shares solely for shares of Pubco Class A Stock pursuant to the CEP Merger. A U.S. Holder’s aggregate tax basis in the shares of Pubco Class A Stock received in connection with the CEP Merger will generally be the same as its aggregate tax basis in the Public Shares surrendered in the transaction. In addition, the holding period of shares of Pubco Class A Stock received in the CEP Merger will generally include the holding period of Public Shares surrendered in the CEP Merger.

For additional discussion of the U.S. federal income tax treatment of the CEP Merger, see the section entitled “U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the CEP Merger to U.S. Holders” and “U.S. Federal Income Tax Considerations — Non-U.S. Holders.”

Q:     What amendments will be made to the CEP Memorandum and Articles?

A:     The consummation of the Business Combination is conditioned, among other things, on the Mergers, pursuant to which CEP will merge with and into CEP Merger Sub, with CEP Merger Sub continuing as the CEP Surviving Subsidiary and any CEP Shareholder that does not exercise its option to redeem the CEP Class A Ordinary Share held by them will receive one share of Pubco Class A Stock in exchange for each CEP Class A Ordinary Share held by them. Additionally, the CEP Shareholders are being asked to approve an amendment to the CEP Memorandum and Articles, which shall be effective upon the consummation of the Business Combination, to remove from the CEP Memorandum and Articles the limitation that CEP shall not consummate an initial business combination if it would cause its NTA to be less than $5,000,001 either immediately prior to or upon the consummation of an initial business combination.

Q:     How will the Business Combination affect my CEP Class A Ordinary Shares?

A:     Pursuant to the Business Combination Agreement, upon the Closing, (i) CEP will merge with and into CEP Merger Sub, with CEP Merger Sub continuing as the CEP Surviving Subsidiary, as a result of which CEP Shareholders will receive one share of Pubco Class A Stock for each CEP Class A Ordinary Share held by such CEP Shareholder. For more information on the rights of shares of Pubco Class A Stock, see “Description of Pubco Securities.”

Q:     How many votes per share is each class of Pubco Stock entitled?

A:     Upon Closing, the voting rights for each class of Pubco Stock will be as follows:

•        Each holder of Pubco Class A Stock will have no voting rights except as required by the TBOC, until all shares of Pubco Class B Stock are canceled;

•        Each holder of Pubco Class B Stock will be entitled to one vote for each share of Pubco Class B Stock held of record by such holder on all matters on which stockholders are generally entitled to vote;

•        If you hold CEP Class A Ordinary Shares, you will not have any voting rights once you acquire Pubco Class A Stock except as required by the TBOC; and

•        Once all shares of Pubco Class B Stock are canceled, holders of Pubco Class A Stock will acquire full voting rights.

Q:     What are the risks associated with the multiple class share structure with voting and nonvoting stock?

A:     Pubco will have two classes of shares after Closing, with Pubco Class A Stock having no voting rights (except as required by the TBOC) and Pubco Class B Stock having voting rights. Only Tether, Bitfinex, SoftBank and their permitted transferees will be permitted to own shares of Pubco Class B Stock. As a result, Pubco will be a controlled company under NYSE or Nasdaq listing standards after Closing, with most decisions of Pubco being controlled by Tether and other decisions requiring approval of Tether and SoftBank or their respective director designees. Accordingly, Public Shareholders will be subject to the decisions of Pubco’s controlling shareholders and if they are unhappy with any decisions made, will only be able to sell their shares of Pubco Class A Stock, potentially at a loss. At Closing, each of Tether, Bitfinex and SoftBank will be beneficial owners of the voting rights of Pubco Class B Stock, at 54.6%, 19.5%, and 25.9%, respectively, based on the assumptions set forth elsewhere in this proxy statement/prospectus.

This concentrated control could delay, defer or prevent a change of control, merger, consolidation or sale of all or substantially all of Pubco’s assets, or conversely this concentrated control could result in the consummation of such a transaction that the holders of Pubco Class A Stock do not support. See “Risk Factors” for a more detailed discussion of these risks.

Q:     Why is CEP proposing the NTA Proposal?

A:     The adoption of the NTA Amendment is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by Public Shareholders even if such redemptions result in CEP having NTA that are less than $5,000,001 (the “NTA Condition”). Pursuant to the CEP Memorandum and Articles, CEP may only redeem Public Shares so long as (after such redemptions) the NTA of CEP or of any entity that succeeds CEP as a public company (either immediately prior to or upon consummation of the initial business combination) shall be at least $5,000,001, or certain other conditions are met pursuant to Rule 3a51-1 under the Exchange Act.

Like many SPACs, CEP included the NTA Condition in the CEP Memorandum and Articles to reduce the likelihood that CEP or a successor would be subject to the “penny stock” rules, which would impose greater disclosure obligations on brokers with respect to CEP Class A Ordinary Shares. Aside from the NTA Condition, the listing of Pubco Class A Stock on Nasdaq or another national securities exchange is a condition of closing the Business Combination, and many of the initial listing standards for Nasdaq and other national securities exchanges can be higher than would be applicable under the “penny” stock rules.

The NTA Proposal is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The NTA Amendment, if approved by CEP Shareholders, will only be effective upon the consummation of the Business Combination. As long as the NTA Condition is met, CEP will not be precluded from redeeming all of the Public Shares submitted for redemption and effecting the Business Combination.

Additionally, upon the Closing, CEP and Pubco expect that the NTA Condition will be satisfied, especially because even assuming maximum redemptions, CEP will have at least $5,000,001 in NTA after the consummation of the Equity PIPE. Furthermore, each of the Business Combination Agreement and the PIPE Subscription Agreements requires, as a closing condition, that Pubco Class A Stock has been approved for listing on a national securities exchange. Therefore, CEP and Pubco do not expect that Pubco Class A Stock will be subject to the “penny stock” rules upon the Closing.

If, however, CEP or Pubco securities become subject to the “penny stock” rules at any point prior to or after Closing, then the CEP Class A Ordinary Shares or Pubco Class A Stock may be delisted from trading on a national securities exchange, and brokers trading in CEP and Pubco securities would be required to adhere to more stringent rules, including but not limited to enhanced disclosure and sales requirements. The “penny stock” rules are burdensome and may have the effect of reducing the purchases of any offerings and reducing the trading activity in the secondary market for the securities. If CEP Class A Ordinary Shares or Pubco Class A Stock are subject to the “penny stock” rules, Public Shareholders and Pubco shareholders may find it more difficult to sell their shares and, therefore, may be required to hold some or all of their shares for an indefinite period of time. The price of such securities may be volatile, and there can be no assurance that shareholders will be able to dispose of their securities at favorable prices, or at all. For more information, relating to the risks of CEP or Pubco securities becoming subject to the “penny stock” rules or of Pubco maintaining an exchange listing, see the risk factors entitled “Risk Factors — Risks Related to the Business Combination — The CEP Memorandum and Articles provide, among other things, that the NTA of CEP or Pubco (either immediately prior to or upon consummation of the Business Combination) must be at least $5,000,001. If the NTA Proposal is not approved, the parties may be unable to consummate the Business Combination if the NTA Condition is not met. In addition, it is possible that CEP Class A Ordinary Shares, or Pubco Class A Stock, could become subject to the “penny stock” rules of the SEC. Shares subject to the “penny stock” rules would require brokers to provide additional disclosures to investors. In addition, shares that are deemed to be “penny stock” may be subject to delisting from Nasdaq, the NYSE or other national securities exchange” and “Risk Factors — Risks Related to Ownership of Pubco Stock Following the Business Combination — Currently, there is no public market for the shares of Pubco Class A Stock. Public Shareholders cannot be sure about whether the shares of Pubco Class A Stock will develop an active trading market or whether Pubco is able to maintain the listing of Pubco Class A Stock in the future even if Pubco is successful in listing Pubco Class A Stock on Nasdaq or any other national securities exchange, which could limit investors’ ability to make transactions in shares of Pubco Class A Stock and subject Pubco to additional trading restrictions.”

Q:     Why is CEP proposing the Nasdaq Proposal?

A:     Under Nasdaq Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares); or (ii) the number of ordinary shares to be issued is or will be equal to or in excess of 20% of the number of ordinary shares outstanding before the issuance of the share or securities.

Under Nasdaq Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the ordinary shares (or securities convertible into or exercisable for ordinary shares) or voting power of an issuer could constitute a change of control.

Under Nasdaq Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of ordinary shares (or securities convertible into or exercisable for ordinary shares) at a price that is less than the lower of (the “Minimum Price”): (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Immediately prior to the Closing, CEP expects to issue an aggregate of (a) 20,000,000 April Equity PIPE Shares to the April Equity PIPE Investors at a per share price of $10.00, which represents a discount to the Minimum Price of CEP Class A Ordinary Shares of $10.62 as of April 22, 2025, the date of the April Equity PIPE Subscription Agreements and (b) 7,857,143 June Equity PIPE Shares to the June Equity PIPE Investors at a per share price of $21.00, which represents a discount to the Minimum Price of $33.55 as of June 19, 2025, the date of the June Equity PIPE Subscription Agreements.

Additionally, upon the consummation of the Business Combination and based on the assumptions described elsewhere in this proxy statement/prospectus, Pubco expects to issue, in the aggregate, up to an estimated 346,489,560 shares of Pubco Class A Stock and 304,852,759 shares of Pubco Class B Stock in connection with the Business Combination (including 37,532,514 shares of Pubco Class A Stock and Pubco Class B Stock that will be issued to Tether immediately after the Closing as consideration for the Additional PIPE Bitcoin), plus (i) up to 37,423,076 additional shares of Pubco Class A Stock that will, upon Closing, be reserved for issuance pursuant to the conversion of the Convertible Notes (assuming a conversion price of $13.00) and (ii) up to 21,158,951 additional shares of Pubco Class A Stock that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan. For further details, see “The Business Combination Agreement,” “The Business Combination Proposal — Covenants — PIPE Investments” and “Executive and Director Compensation — Pubco — Summary of the Material Terms of the Incentive Plan.” Accordingly, the aggregate number of (i) CEP Class A Ordinary Shares that CEP will issue in the Equity PIPEs and upon conversion of the Sponsor Loan and (ii) shares of Pubco Class A Stock and Pubco Class B Stock that Pubco will issue in connection with the Business Combination will, in the aggregate, exceed 20% of both the voting power and the number of CEP Ordinary Shares outstanding before such issuance and will result in a change of control of CEP. For these reasons, CEP is seeking the approval of CEP Shareholders for the issuance of the Equity PIPE Shares and the shares of Pubco Class A Stock and Pubco Class B Stock in connection with the Business Combination pursuant to Nasdaq Rules 5635(a), (b) and (d).

For further details, see “The Nasdaq Proposal.”

Q:     What happens if I sell my Public Shares before the Meeting?

A:     The Record Date is earlier than the date of the Meeting. If you transfer your Public Shares after the Record Date but before the date of the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be able to seek redemption of your Public Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your Public Shares prior to the Record Date, you will have no right to vote those shares at the Meeting.

Q:     What happens if CEP Shareholders vote against the Business Combination Proposal?

A:     Pursuant to the CEP Memorandum and Articles, if the Business Combination Proposal is not approved and CEP does not otherwise consummate an alternative business combination by the end of the Combination Period, CEP will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in the Trust Account, including interest (net of taxes payable), to the Public Shareholders in accordance with the CEP Memorandum and Articles.

Q:     Do I have redemption rights?

A:     Pursuant to the CEP Memorandum and Articles, holders of Public Shares may elect to have their Public Shares redeemed for cash at the then-applicable redemption price calculated as of two business days prior to the Closing. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $104.2 million as of June 30, 2025, this would have amounted to approximately $10.57 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEP’s estimate of the amount that may be withdrawn to pay applicable taxes). If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CST prior to the Meeting. See the section titled “Extraordinary General Meeting of CEP Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash. In connection with the CEP IPO, the Sponsor and CEP’s executive officers and directors agreed to waive any redemption rights with respect to any CEP Ordinary Shares held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CEP’s executive officers and directors did not receive separate consideration for the waiver.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether or not you are a holder and vote your Public Shares on the Business Combination Proposal (for or against) or any other Proposal. As a result, the Business Combination Agreement can be approved by Public Shareholders who will redeem their Public Shares, leaving Public Shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of NYSE, Nasdaq or another national securities exchange.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on            (two (2) business days before the Meeting), tender your Public Shares physically or electronically and submit a request in writing that CEP redeem your Public Shares for cash to CST, CEP’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

If you hold Public Shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DTC’s DWAC system.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CEP’s consent. If you delivered your Public Shares for redemption to CST and decide within the required timeframe not to exercise your redemption rights, you may request that CST return the shares (physically or electronically). You may make such request by contacting CST at the phone number or address listed under the question “Who can help answer my questions?” below.

Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that their Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which was approximately $104.2 million as of June 30, 2025, or approximately $10.57 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEP’s estimate of the amount that may be withdrawn to pay applicable taxes), as of the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

If a holder of Public Shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, CEP will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and will not be entitled to shares of Pubco Class A Stock upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their redemption rights would not be entitled to convert their Public Shares for the applicable pro rata share of the Trust Account. In such case, CEP will promptly return any Public Shares delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the consummation of another business combination or the liquidation of CEP. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith.

Notwithstanding the foregoing, the CEP Memorandum and Articles provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than 25% of the Public Shares in the aggregate, without the prior consent of CEP.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     Holders of Public Shares who exercise their redemption rights to receive cash will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a non-taxable recovery of basis, or (iii) gain. See the section entitled “U.S. Federal Income Tax Considerations — U.S. Holders” and “U.S. Federal Income Tax Considerations — Non-U.S. Holders.”

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No appraisal or dissenters’ rights are available to CEP Shareholders in connection with the ordinary resolution to approve the Business Combination Proposal. Under the Cayman Act, minority shareholders have a right to dissent to a merger and if they so dissent, they are entitled to be paid the fair value of their shares, which if necessary, may ultimately be determined by the court. Therefore, holders of record of CEP Class A Ordinary Shares (“CEP Class A Record Holders”) have a right to dissent to the CEP Merger. Please see the section titled “The Merger Proposal — Appraisal or Dissenters’ Rights” for additional information.

In addition, Public Shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the redemption proceeds payable to Public Shareholders who exercise such redemption rights will represent the fair value of those shares. For a discussion about the Public Shareholders’ redemption rights, please see “Extraordinary General Meeting of CEP Shareholders — Redemption Rights.”

Q:     What happens to the funds deposited in the Trust Account after the consummation of the Business Combination?

A:      If the Business Combination is consummated, the funds held in the Trust Account will be used to pay CEP Shareholders who properly exercise their redemption rights. The remaining amount will be released to CEP and used to:

•        pay certain fees, costs and expenses (including taxes, regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by CEP and Pubco in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement; and

•        provide for general corporate purposes of Pubco, including, but not limited to, working capital for operations and to purchase additional Bitcoin.

Q:     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Unlike some other blank check companies which require Public Shareholders to vote against a business combination in order to exercise their redemption rights, Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemption by Public Shareholders. With fewer Public Shares and Public Shareholders,

the trading market for shares of Pubco Class A Stock may be less liquid than the market for Public Shares was prior to the Business Combination, and Pubco may not be able to meet the listing standards for NYSE, Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Pubco’s business will be reduced.

Q:     What happens if the Business Combination is not consummated?

A:     If CEP does not complete the Business Combination with Twenty One or another business combination by the end of the Combination Period, CEP must: (i) redeem 100% of the issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (which was approximately $104.2 million as of June 30, 2025, or approximately $10.57 per share (inclusive of $0.15 per share to be funded pursuant to the Sponsor Note and which amount takes into account CEP’s estimate of the amount that may be withdrawn to pay applicable taxes)) divided by the number of Public Shares then outstanding, (ii) cease all operations except for the purpose of winding up, and (iii) subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate. For more information about the liquidation process, see “Information About CEP — Redemption Rights for Public Shareholders upon Completion of the Business Combination — Redemption of Public Shares and Liquidation if no Initial Business Combination.”

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set for           , 2025. However, the Meeting could be adjourned, as described above. In addition, the Business Combination Agreement may be terminated by the parties upon the occurrence of certain events. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination — Conditions to the Parties’ Obligations to the Closing.”

Q:     When and where is the Meeting?

A:     The Meeting will be held on           , 2025 at            a.m., Eastern Time, at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 and virtually via live webcast on the Internet at https://www.cstproxy.com/cantorequitypartners/2025. You will be able to attend, vote your shares and submit questions during the Meeting via a live webcast available at https://www.cstproxy.com/cantorequitypartners/2025.

Q:     Can I attend the Meeting in person?

A:     Yes. CEP Shareholders will be able to attend the Meeting in person at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 or virtually. You will not be required to attend the Meeting in person in order to vote, and CEP encourages virtual participation.

Q:     How can I attend the Meeting virtually?

A:     CEP is pleased to provide access to the Meeting virtually via the Internet through a live webcast and online shareholder tools. CEP believes a virtual format facilitates shareholder attendance and participation by leveraging technology to allow CEP to communicate more effectively and efficiently with its shareholders. This format empowers CEP Shareholders around the world to participate at no cost. CEP will use the virtual format to enhance shareholder access and participation and protect shareholder rights.

You or your proxyholder will be able to attend and vote at the Meeting by visiting https://www.cstproxy.com/cantorequitypartners/2025 and using a control number assigned by CST. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Meeting. If you do not have a voter control number, you will be able to listen to the Meeting only and you will not be able to vote or submit questions during the Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     CEP Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Public Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Public Shares

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     CEP will pay the cost of soliciting proxies for the Meeting. CEP has engaged Sodali & Co to assist in the solicitation of proxies for the Meeting. CEP has agreed to pay a fee of $25,000, plus disbursements. CEP will reimburse Sodali & Co for reasonable out-of-pocket expenses and will indemnify Sodali & Co and its affiliates against certain claims, liabilities, losses, damages and expenses. CEP will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. CEP’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Cantor Equity Partners, Inc.
110 East 59th Street
New York, New York 10022
Email: Cantor EquityPartners@cantor.com

or

Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Telephone: (800) 662-5200
Bank and Brokers can call at (203) 658-9400
Email: CEP@investor.sodali.com

You may also obtain additional information about CEP from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to CST at the address below at least two (2) business days prior to the Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com