Legal notice

Who we are and what this covers

This website, twentyonecapital.com (the Site), is published by Twenty One Capital, Inc., a Texas corporation (Twenty One, we, us). Our Class A common stock is listed on the New York Stock Exchange under the symbol XXI. Our principal office is at 111 Congress Avenue, Suite 500, Austin, Texas 78701.

This notice sets out the terms on which the Site is made available. By using the Site you accept them. If you do not accept them, do not use the Site.

Our investor-relations pages at investors.xxi.money are hosted by a service provider. Twenty One remains responsible for the information it publishes there, and the sections of this notice on information, forward-looking statements and our filings apply equally to it. The provider’s own terms apply to its service.

Information only, no offer, no advice

The Site provides general information about Twenty One. Nothing on it is an offer to sell or a solicitation of an offer to buy any security, in any jurisdiction, and nothing on it is a solicitation of a proxy. Any offer of securities is made only by a prospectus or other offering document, and only where the law permits.

Nothing on the Site is investment, financial, legal, tax or accounting advice, or a recommendation to buy, sell or hold any security or digital asset, including Bitcoin. The Site does not take your circumstances into account. Before making any investment decision, read our filings with the Securities and Exchange Commission (SEC), including the risk factors, and consult your own advisers.

No securities regulator has reviewed or approved the content of the Site.

Forward-looking statements

The Site contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. They include statements about our strategy and plans, the businesses we intend to build, acquire or develop, our expected use of capital, the Bitcoin we hold or intend to hold, and the prospects of Bitcoin and of businesses built around it. Words such as “intend”, “expect”, “plan”, “aim”, “may”, “will”, “could”, “believe”, “anticipate” and “evaluate”, similar expressions and their negatives identify forward-looking statements, although not every forward-looking statement contains them.

Forward-looking statements reflect management’s current expectations and assumptions. They are not guarantees of performance. They involve known and unknown risks and uncertainties, many of them outside our control, and actual results may differ materially. Factors that could cause them to differ include the price and volatility of Bitcoin; the market price of our Class A common stock and its relationship to the price of Bitcoin; our ability to identify, acquire, develop and operate businesses and to generate cash from them; our indebtedness, including our convertible notes; the custody and security of our Bitcoin; legal, regulatory, accounting and tax developments affecting Bitcoin and companies that hold it; our ability to raise capital on acceptable terms; competition; our limited operating history as a public company; and the other risks described under "Risk Factors" in our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other filings with the SEC.

Forward-looking statements speak only as of the date they are made. Material on the Site is current as of its stated date and may not have been updated since. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Do not place undue reliance on them.

Our filings and this website

Our periodic reports, current reports, proxy statements and other filings with the SEC are the authoritative record of our business and financial condition. They are available free of charge on the SEC's EDGAR system and are linked from our Investors page. The Site summarizes and links to them. It is not itself a filing, it is not incorporated by reference into any filing unless a filing says so, and it is not a substitute for reading the filings.

Reported financial summaries on the Site identify the period they describe and the document they are taken from. A summary describes the period it is reported for, not the day you read it. Read it together with the referenced filing and any subsequent disclosure.

Published letters and other archived material are kept on the Site as they were published, with their original dates. Archived materials speak as of their stated dates and may be superseded by later disclosures.

This website as a disclosure channel

Twenty One intends to use this website, together with its press releases, SEC filings and public calls and webcasts, as a means of disclosing information that may be material to investors. Twenty One’s CEO, Raphael Zagury, also intends to use certain social media channels, including, but not limited to, X and LinkedIn, as means of communicating with the public and investors about Twenty One, its progress, products, and other matters. While not all the information that Twenty One or Raphael Zagury post to their respective digital platforms may be deemed to be of a material nature, some information may be. As a result, Twenty One encourages investors and others interested to review the information that it and Raphael Zagury post and to monitor such portions of Twenty One’s website and social media channels on a regular basis, in addition to following Twenty One’s press releases, SEC filings, and public conference calls and webcasts. The contents of this website and its and Raphael Zagury’s social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Third-party data

The Site links to sources of market information, such as the New York Stock Exchange, for quotes and price history of our Class A common stock. That information is provided by those sources, may be delayed, and is not a quotation on which to trade. We do not warrant its accuracy, completeness or timeliness. For authoritative quotes consult the exchange or your broker.

Where the Site compares the performance of our Class A common stock with the price of Bitcoin, the comparison shows price performance over the selected window, aligned to completed trading sessions and ending at the last available session, using the method described on the Investors page. Bitcoin is an hourly price proxy at the NYSE closing-time boundary, not a verified spot price at the close. The data comes from third-party providers, is delayed and unaudited, and is provided for convenience only. The comparison is not total shareholder return, it does not account for our liabilities or share count, and past performance is not an indication of future results.

Where the Site shows market-based calculations, such as the ratio of enterprise value to gross Bitcoin value (often called EV mNAV), Class A market value and gross Bitcoin value, those figures are calculated from the dated public inputs shown beside them. Class A market value is the number of Class A shares outstanding stated on the cover of our latest quarterly report multiplied by the closing price of our Class A common stock at the last available NYSE session; it excludes Class B shares, which carry no economic rights, and is not a diluted count. Gross Bitcoin value is the Bitcoin we reported holding at the end of that report’s period, including Bitcoin pledged as collateral, multiplied by a third-party hourly Bitcoin price proxy at that session’s closing-time boundary; debt is not subtracted. EV / gross Bitcoin value is Class A market value plus the principal of our convertible notes less cash, each as reported at the period end, divided by gross Bitcoin value. Under this formula, 1.00x means Class A market value equals the value of the reported Bitcoin plus reported cash, less convertible-note principal. The inputs are taken at different dates, the prices are delayed and unaudited, any trend shown holds the reported inputs constant and changes only the prices, and the figures change only when the Site is rebuilt. These figures are not amounts reported in our financial statements, an estimate of intrinsic value or a prediction of shareholder returns. Other publishers define these measures differently and will show different values.

Where the Site shows the balances and transaction history of Bitcoin addresses we have disclosed, the figures are what public block explorers reported for those addresses when the Site was last built; the page states that observation time, and the figures do not change until the Site is rebuilt. Where the Site links to a block explorer, that explorer shows its own observation at the time of viewing. Neither view is our reported Bitcoin total, a reconciliation to our financial statements or an audit. The balance of an address is not a statement of ownership or of our liabilities, and a movement to an address outside the disclosed set does not by itself establish a sale.

Links to other websites

The Site links to our investor-relations pages and to other websites, including EDGAR, the New York Stock Exchange and a third-party block explorer. Our investor-relations pages are hosted by a service provider; Twenty One remains responsible for the information it publishes there. Other linked websites are operated by their respective publishers. We provide links for convenience, we do not control those sites or their content, availability or privacy practices, and a link is not an endorsement. Their own terms and notices apply when you use them.

Copyright and trademarks

The Site and its content, including text, design, graphics, the XXI mark and the arrangement of the pages, are owned by Twenty One Capital, Inc. or used with permission, and are protected by copyright, trademark and other laws. Twenty One, Twenty One Capital and the XXI mark are trademarks or trade names of Twenty One Capital, Inc. Other names and marks on the Site belong to their owners.

You may view, download and print pages of the Site for your personal, non-commercial use, provided you keep all copyright and other notices intact. Any other use, including reproduction, modification, distribution or republication, requires our written permission. Our SEC filings and press releases are public documents and may be used as the law allows.

Acceptable use

You may use the Site only for lawful purposes. You may not interfere with its operation or security, attempt to gain unauthorized access to any system behind it, copy it by automated means in a way that burdens it, remove notices from its content, or present its content in a way that misrepresents us or its source. We may restrict access to the Site at any time.

No warranties

The Site is provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy and timeliness. We do not warrant that the Site will be uninterrupted or error-free, that defects will be corrected, or that the Site or the servers that make it available are free of harmful components. You are responsible for your own protective software and for verifying information before you rely on it.

Limitation of liability

To the fullest extent permitted by law, Twenty One Capital, Inc. and its directors, officers, employees, agents and advisers are not liable for any loss or damage of any kind arising out of or in connection with your use of, or inability to use, the Site or any website linked to it, or your reliance on anything on it. This includes direct, indirect, incidental, consequential, special and punitive damages and loss of profits, data or opportunity, however caused and under any theory of liability, even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so parts of this section may not apply to you. Nothing in this notice excludes or limits any liability that cannot be excluded or limited under applicable law, including liability under the United States federal securities laws.

Privacy

Our Privacy notice explains how we handle personal information in connection with the Site and communications sent to us, including what our pages store in your browser.

Accessibility

We want the Site to be usable by everyone, including people who use assistive technology. Its pages work without JavaScript and respect reduced-motion settings. If you have difficulty using any part of it, write to [email protected] and we will provide the information in another form.

Governing law and venue

This notice, and any dispute arising out of the Site, are governed by the laws of the State of Texas and, where applicable, the federal laws of the United States, without regard to conflict-of-law rules. To the extent permitted by law, the state and federal courts located in Travis County, Texas have exclusive jurisdiction over any such dispute, and you consent to their jurisdiction. Nothing in this section limits any right a person has under the federal securities laws, including the right to bring a claim in any court that has jurisdiction over it.

Changes and general terms

We may change this notice at any time by posting the revised version on this page with a new date. Your use of the Site after a change means you accept it. If any part of this notice is held invalid, the rest remains in effect. Our failure to enforce any part of it is not a waiver. This notice, together with the Privacy notice, is the whole agreement between you and us about your use of the Site.

Contact

Questions about this notice: [email protected], or by mail to Twenty One Capital, Inc., 111 Congress Avenue, Suite 500, Austin, Texas 78701.