Disclaimer
The statements and communications contained in this website are intended for information only. None of them constitutes a solicitation, an offer or a recommendation to buy or sell any securities for any company, or to conduct any other transactions.
No warranty, either express, or implied, is given for the information and opinions published on the website. Actions based on statements made therein are the responsibility of those who take them. Twenty One therefore disclaims all liability for damage which may result directly and indirectly from the use, performance or consultation of the Twenty One website, in connection with access to the website itself or other websites linked to it.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This website contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the business combination involving Twenty One and Cantor Equity Partners, Inc. (“CEP”) as disclosed in the press release dated April 23, 2025 (the “Business Combination” and, together with the entry into subscription agreements with investors to raise, at the closing of the Business Combination, $585 million of total additional capital consisting of (i) $385 million through convertible senior secured notes and (ii) $200 million through a common equity PIPE financing (the “PIPE Offerings”), the “Proposed Transactions”). Such forward-looking statements include expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Twenty One, CEP and the Proposed Transactions and statements regarding the anticipated benefits and timing of the completion of the Proposed Transactions, the assets held by Twenty One, the price and volatility of Bitcoin, Bitcoin’s growing prominence as a digital asset and as the foundation of a new financial system, Twenty One’s listing on any securities exchange, the macro and political conditions surrounding Bitcoin, the planned business strategy including Twenty One’s ability to develop a corporate architecture capable of supporting financial products built with and on Bitcoin including native lending models, capital market instruments, and future innovations that will replace legacy financial tools with Bitcoin-aligned alternatives, plans and use of proceeds, objectives of management for future operations of Twenty One, the upside potential and opportunity for investors, Twenty One’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the Proposed Transactions, the satisfaction of closing conditions to the Proposed Transactions and the level of redemptions of CEP’s public shareholders, and Twenty One’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of CEP’s securities; the risk that the Proposed Transactions may not be completed by CEP’s business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Proposed Transactions, including the approval of CEP’s shareholders, or either of the PIPE Offerings; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions of CEP’s 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 Class A ordinary shares of CEP or the shares of Class A common stock of Twenty One; the lack of a third-party fairness opinion in determining whether or not to pursue the Proposed Transactions; the failure of Twenty One to obtain or maintain the listing of its securities on any securities exchange after closing of the Proposed Transactions; costs related to the Proposed Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Twenty One’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin; the risk that Twenty One’s stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease between the signing of the definitive documents for the Proposed Transactions and the closing of the Proposed Transactions or at any time after the closing of the Proposed Transactions; risks related to increased competition in the industries in which Twenty One 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 consummation of the Proposed Transactions, Twenty One experiences difficulties managing its growth and expanding operations; the risks that growing Twenty One’s learning programs and educational content could be difficult; challenges in implementing our business plan including Bitcoin-related financial and advisory services, due to operational challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which Twenty One’s Class A common stock will be listed or by the SEC, which may impact our ability to list Twenty One’s Class A common 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 Twenty One, CEP or others following announcement of the Proposed Transactions, and those risk factors discussed in documents that Twenty One and/or CEP filed, or that will be filed, with the SEC.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described CEP’s filings with the SEC, and in the Registration Statement Twenty One and CEP intend to file with the SEC, and other documents filed by CEP and Twenty One from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither CEP nor Twenty One presently know or that CEP and Twenty One currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of CEP and Twenty One assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither CEP nor Twenty One gives any assurance that either CEP or Twenty One will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by the Twenty One or CEP or any other person that the events or circumstances described in such statement are material.
Nothing on this website is either an offer to purchase, or a solicitation of an offer to sell, shares of Twenty One, CEP or any other entity. Nothing on this website is a solicitation of a proxy from a security holder of Twenty One, CEP or any other company.
EXCLUSION OF LIABILITY
Twenty One shall not be liable for any claims, expenses, damages (including direct, indirect, special or consequential damages), and loss of profits, opportunities or information arising from: the use of or reliance on information contained in this website; any inaccuracy or omission in such information or failure to keep the information current; use of any third party websites that may be linked to this website; any Internet software used in connection with this website or computer viruses or other destructive programs encountered as a result of using this website; and any other matter connected with this website; even if Tactical Resources is made aware of the possibility of such claims, expenses, damages or losses.
NOT RESPONSIBLE FOR INTERNET SOFTWARE OR COMPUTER VIRUSES
Due to technical difficulties inherent in the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this website. Computer viruses or other destructive programs may also be inadvertently downloaded from the website. Twenty One shall not be liable for Internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.
NOT RESPONSIBLE FOR LINKED WEBSITES
Twenty One provides links to third party websites for your convenience only and the inclusion of these links does not imply that Twenty One monitors or endorses these websites. Accordingly, Twenty One accepts no responsibility for such websites.
WEBSITE IS PROVIDED AS A SERVICE ONLY
This website is not intended as a solicitation or offering of securities in any jurisdiction and the information contained herein in no way should be construed or interpreted as such. No securities commission or other regulatory authority in the United States, or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by Twenty One to that effect. The information on this website should not be used for the purpose of making investment decisions concerning Twenty One securities. Printed copies of public disclosure documents may be obtained directly from Twenty Investor Relations.
EXTERNAL DATA LIMITATIONS
Twenty One, its affiliates and third-party providers are not responsible for any errors or omissions in the information contained on or accessed through this Site. All such information in this Site is provided “as is.” Twenty One, its affiliates and third-party providers make no warranties or representations and disclaim all express, implied and statutory warranties of any kind to the user and any third party, including, but not limited to, any warranties of accuracy, timeliness, completeness, merchantability, non-infringement and fitness for any particular purpose.
Except for claims that cannot be excluded by the applicable local law, Twenty One, its affiliates and third-party providers shall not have any liability, including but not limited to, tort, contract or any other liability to user or any third party arising as a result of use of or access to this website.
Twenty One, its affiliates or third-party providers shall not be liable to user or any third-party for lost profits or lost opportunity, direct, indirect, special, consequential, incidental or punitive damages whatsoever, even if Twenty One, its affiliates or third-party providers have been advised of the possibility of such damages.
Some jurisdictions do not allow for the exclusion or limitation of implied warranties or liability for incidental or consequential damages. Therefore, the above limitations may not apply to you, or there may be applicable laws which supersede the above. Any clause of this disclaimer declared invalid by the appropriate authority in each jurisdiction shall be deemed severable and shall not affect the validity or enforceability of the remainder of this disclaimer. Twenty One reserves the right to amend the document at its discretion at any time without notice.