Form S-4
We note that the CEP Board did not obtain a fairness opinion in connection with its determination to approve the Business Combination. While we note CEP's disclosure in its registration statement on Form S-1 (333-280230) that CEP is not prohibited from pursuing an initial business combination with a business that is affiliated with Cantor or its affiliates or with its sponsor, officers or directors, including anRest of the question
Affiliated Joint Acquisition, we also note that in the event that CEP seeks to complete an initial business combination with a business that is affiliated with Cantor or its affiliates or with its sponsor, officers or directors, CEP will obtain an opinion from an independent investment banking firm that the initial business combination is fair to CEP shareholders from a financial point of view. Please provide your analysis as to why you believe that Tether is not an affiliate. In this regard, we note from media reports that Cantor Fitzgerald has a substantial ownership stake in Tether and that Cantor Fitzgerald acts as the primary custodian and trading partner for Tether's reserves. We also note your disclosure on page 105 that "Tether and Cantor had established a relationship in 2021 when Cantor began acting as a custodian and trading partner for a portion of the U.S. treasuries backing."
No reply letter found.
Please revise to disclose the material terms of the Pubco Incentive Plan.
No reply letter found.
Please revise to use consistent abbreviations and names throughout. For example purposes only, you appear to alternate between Bitfinex and iFinex to refer to the same entity and you appear to alternate between Stellar Beacon and SoftBank to refer to the same entity.
No reply letter found.
Please revise to disclose here and in the Notice of Extraordinary General Meeting of Shareholders the ownership percentages of Pubco Class A and Pubco Class B Stock that will be held by (i) the CEP Public Shareholders,(ii) the Sponsor, (iii) the CEP officers and directors, (iv) each of the Sellers, (v) the Pipe Investors, and (vi) SoftBank and the voting power that (i) the CEP Public Shareholders, (ii) the Sponsor,Rest of the question
(iii) the CEP officers and directors, (iv) each of the Sellers (v) the Pipe Investors, and (vi) SoftBank will have following the Business Combination.
No reply letter found.
Please revise to disclose the number of shares of Pubco Class A and Pubco Class B Stock offered in connection with the Business Combination and the price per share of each class of Pubco Stock, the value of the consideration that the Sponsor, the CEP Public Shareholders, Tether, Bitfinex and SoftBank are each receiving in connection with the Business Combination and the aggregate value of the consideration thatRest of the question
Tether, Bitfinex and SoftBank are receiving.
No reply letter found.
Please revise the cover page to state that the CEP Board did not receive an outside report, opinion or appraisal materially relating to the fairness of the consideration to be offered to the CEP shareholders. Please refer to Item 1604(a)(1) of Regulation S-K.
No reply letter found.
Please revise the Notice of Extraordinary General Meeting of Shareholders to list out each separate proposal that the CEP Shareholders will consider and vote upon pursuant to the Organizational Documents Proposal.Rest of the question
In addition, please add proposals to the Organizational Documents Proposal that address the (i) changes to the size and composition of the board, (ii) the change from a classified board to an unclassified board, (iii) the change that the board is elected by a plurality of the votes cast by holders of Shares of Pubco Class B Stock, (iv) the changes related to the parties that may call a special meeting of shareholders, (v) the changes to the quorum of the board, (vi) the changes to the notice of shareholder actions and meetings and (vii) the changes to the exclusive forum provision. Alternatively, please tell us why you believe that such matters are not material.
No reply letter found.
It appears that your disclosure on page xxx that the Organizational Documents Proposal requires the affirmative vote of a majority of the issued and outstanding CEP Ordinary Shares as of the Record Date present in person or by proxy and voted at the Meeting is inconsistent with your disclosure elsewhere that the Organizational Documents Proposal is a non-binding advisory vote.Rest of the question
Please revise for clarity and consistency or advise.
No reply letter found.
Please revise your disclosure on pages xli and 102 to clarify whether the holders of record of CEP Class A Ordinary Shares have appraisal rights in connection with the special resolution to approve the Merger Proposal, and, if so, how such rights are exercised.
No reply letter found.
Please revise here and on page 101 to address the restriction of CEP Shareholders acting in concert or as a "group" (as defined under Section 13 of the Exchange Act) from redeeming shares with respect to more than an aggregate of 25% of the CEP Class A Ordinary Shares.
No reply letter found.
Please expand this section to include a summary of the agreements with CF&Co.
No reply letter found.
Please revise to summarize the material terms of the Convertible Notes Subscription Agreements, including the term, Pubco's obligation to repurchase the Convertible Notes at the Convertible Note Investor's option, the calculation for the conversion ratio, the collateral securing the Convertible Notes, and the Sponsor's rights and obligations in connection with the Sponsor Convertible Note Subscription Agreement.
No reply letter found.
Please revise here to include a summary of the Initial Pipe Bitcoin and the Option PIPE Bitcoin Agreements with Tether.
No reply letter found.
Please revise to disclose the number of shares of Pubco Class A Stock that will be subject to the Amended and Restated Registration Rights Agreement. Service Agreement, page 5
No reply letter found.
Please revise your disclosure under this heading to include a brief summary of the services that Tether will provide Pubco following the merger pursuant to the Service Agreement and disclose the term of the Service Agreement.
No reply letter found.
Please revise the organizational charts on pages 11 and 12 to show the ownership of Pubco by the Equity PIPE Investors, Tether, Bitfinex, the CEP Public Shareholders, the Sponsor, Softbank, the Convertible Note Investors.
No reply letter found.
Please revise to include quantitative information related to the volatility of bitcoin here or include a cross reference to where the volatility of bitcoin is disclosed.
No reply letter found.
Please revise your disclosure on pages 28 and 29 to identify which of the conditions to the Closing may be waived. In addition, please revise to include a definition of "Material Adverse Effect" here.
No reply letter found.
Please add separately captioned risk factors that address the risks of attacks due to the levels of concentration of bitcoin ownership such as the possibility of a bitcoin owner obtaining control over the bitcoin network, and the risks of hard forks, frontrunning and wash-trading.
No reply letter found.
Please add a risk factor that addresses the risks related to Pubco's exclusive forum provision in its Amended and Restated Certificate of Formation.
No reply letter found.
Please revise to provide updated risk factor disclosure regarding the SEC's enforcement actions against Coinbase, Inc., Binance Holdings, Ltd. and Kraken here and on page 60, as applicable.
No reply letter found.
Please expand this risk factor to address the specific insurance coverage of Pubco's bitcoin holdings that Anchorage will provide.
No reply letter found.
Please revise to clarify here and throughout that a crypto asset may be determined to be offered and sold as a security instead of referring to a crypto asset as being deemed to be a security. In addition, please describe your risk-based process for determining whether a crypto asset is offered and sold as a security.Rest of the question
Also remove your disclosure that "[t]he SEC generally does not provide advance guidance or confirmation on its assessment of the status of any particular crypto asset, product or service as a security" as the Commission and staff have issued reports, orders, and statements that provide guidance on when a crypto asset may be offered and sold as a security for purposes of the U.S. federal securities laws.
No reply letter found.
Please revise to include an estimate of the costs that each of the parties to the Business Combination Agreement has incurred and expects to incur in connection with the consummation of the Business Combination.
No reply letter found.
We note your disclosure on page 126 regarding the material relationships that existed and continue to exist between CF&Co. and Tether and SoftBank that are unrelated to the Business Combination. Please revise to disclose here the compensation paid to CF&Co. as a result of such material relationships.
No reply letter found.
Please add disclosure to describe the negotiations regarding the ownership of the CEP Public Shareholders, the Sponsor, the Sellers and Softbank in Pubco. The NTA Proposal, page 156
No reply letter found.
Please expand your disclosure to discuss the reasons for the NTA Proposal. In addition, please tell us why the CEP Ordinary Shares will not be "penny stock" pursuant to Rule 3a51-1 under the Exchange Act if CEP's NTA is less than $5,000,001.Rest of the question
In this regard, we note that the NTA Proposal is not conditioned upon any other Proposals and that, even if the Business Combination Proposal or other Proposals are not approved, the NTA Amendment may be made to the CEP organizational documents if approved. If the amount in the trust falls below $5,000,001 as a result of redemptions, CEP would likely no longer meet the Nasdaq listing standards. At that point, it is possible that CEP would become a penny stock. Please revise your disclosure here, in your Questions and Answers section, your risk factors section and throughout as appropriate to clearly discuss the impact that the trust falling below $5,000,001 would have upon CEP's listing on Nasdaq and discuss the consideration given to this possibility in the CEP Board's determination to propose to remove this provision from its organizational documents. Please provide clear disclosure that removal of this provision could result in CEP's securities falling within the definition of penny stock and clearly discuss the related risks to CEP and its investors.
No reply letter found.
We note the various agreements describing the transaction beginning on page 172 and in Note 1 on page 180. Please revise your presentation to include separate columns for each transaction for which pro forma presentation is required. Refer to Regulation S-X, Item 11-02(b)(4)(i).
No reply letter found.
Please tell us what consideration you gave to providing unaudited pro forma condensed combined financial information that presents the different range of possible redemption results (i.e., 25%, 50% and 75%). Refer to Regulation S-X, Item 1102(a)(10).
No reply letter found.
Please confirm for us that the 31,500 bitcoin contributed in exchange for Pubco common stock will occur prior to the closing of the Business Combination
No reply letter found.
You disclose that proceeds from the Equity PIPE agreements can be settled in cash or bitcoin. Please tell us whether the quantities of bitcoin expected to be received in adjustments A and O are contractual or probable under the agreements.
No reply letter found.
You present the purchase of bitcoin with proceeds from the convertible notes and equity PIPE agreements in adjustments G, P, and Q. Please tell us whether these purchases are probable or are contractual under the related agreements.
No reply letter found.
If you determine that the bitcoin acquired is probable rather than contractual, please explain to us how these acquisitions of bitcoin qualify as transaction adjustments reflecting the transactions being presented in your pro forma condensed combined financial statements.
No reply letter found.
You report the difference in fair value of bitcoin in adjustments U and V between the valuation dates in the underlying agreements and fair value as of March 31 and June 30, 2025 as an adjustment to Digital Assets offset by an adjustment to Accumulated Deficit.Rest of the question
Please explain to us your consideration of ASC 350-60-10-35-1 and Regulation S-X Item 11-02(a)(6)(i)(A) and (B) in calculating these adjustments and in recognizing the change in fair value through Accumulated Deficit.
No reply letter found.
We note the disclosure that you are still assessing the accounting treatment of the Convertible Notes. Please provide us with your analysis of the proposed accounting treatment you intend to apply for the issuance of the Convertible Notes and revise your disclosure accordingly.Rest of the question
Note 5 and 6 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statements of Operations, page 187 Your adjustments CC and FF for the three months ended March 31, 2025 and adjustment EE for the year ended December 31, 2024 appear to reflect the change in fair value of your proposed bitcoin investments from the contractual valuation dates 36. through the pro forma periods. Please provide your analysis as to how the fair value adjustments comply with the pro forma guidance in Regulation S-X. In that regard, Item 11-02(a)(6)(i)(A) and (B) indicate that for a probable transaction, pro forma adjustments should be calculated using the most recent practicable date prior to the effective date, qualification date or mail date. As such, it is unclear why any change in fair value of intangible assets would be recorded in your unaudited pro forma condensed combined statements of operations. Information Related to Twenty One Our Business Strategies, page 211 37. We note your disclosure that "Twenty One expects to engage in [b]itcoincentric financial services that would leverage Twenty One's [b]itcoin expertise to provide solutions tailored for institutions and individuals investing in, holding, and utilizing [b]itcoin." Please revise to describe the regulatory approvals, the market needs and the macroeconomic environment that will impact the timing of your bitcoin-related advisory and financial services. In addition, please describe the steps that must be taken to begin to offer these services, including the steps required to obtain the necessary regulatory approvals, the costs associated with each step, the sources of capital and any challenges you may face in the development of this business line. 38. Please revise to disclose the role of Tether in the business operations of Pubco. 39. Please revise to clarify what you mean by your disclosure that your bitcoin accumulation and management strategy will involve "active management of bitcoin holdings." Bitcoin Accumulation and Management Strategy, page 211 40. Please expand your disclosure in this section to describe the policies and procedures you have in place or intend to adopt that govern when you exchange cash for bitcoin and when you monetize your bitcoin, and disclose whether you have policies or will establish policies governing the percentage of your treasury holdings that will be bitcoin. In addition, please disclose whether you intend to hedge your bitcoin exposure, and, if so, please describe your hedging strategy. 41. Please describe the anti-money laundering (AML), know-your-customer (KML) and other procedures you conduct or plan to conduct to mitigate transaction risk, including whether a transaction counterparty is subject to sanctions and is otherwise in compliance with applicable laws and regulations. Also add a separately captioned risk factor describing the risks that these due diligence procedures may fail to prevent transactions with a sanctioned entity and the impact if such a transaction occurs. In this regard, we note the sixteenth bullet point on page 63. 42. Please revise to disclose your policies related to air drops, incidental rights and hard forks, and add risk factors related to such policies as necessary. We note your disclosure that Twenty One expects to engage in Bitcoin-centric financial services and that preparation for the launch of these financial services is expected to being shortly after the Closing. We also note your disclosure on page 62 43. that you expect to engage in Bitcoin-related activities including Bitcoin-related financial and advisory services, Bitcoin-related debt and equity structured products and Bitcoin-related lending activities. Please revise here and in your Summary of the Proxy Statement/Prospectus section to disclose in greater detail the Bitcoin-centric financial services that Twenty One has plans to engage in. Please also revise to provide expanded disclosure regarding your plans, including anticipated timing for the launch of each service. Custody of Our Bitcoin, page 212 44. Please revise to disclose the material terms of your agreement with Anchorage, including the term, termination provisions, whether your assets will be held in segregated accounts, the identity of the entities that will have access to the bitcoin and whether any entity will be responsible for verifying the existence of the bitcoin and the extent to which Anchorage will carry insurance for any losses of bitcoin that it custodies for you. In addition, please include your agreement with Anchorage as an exhibit to your registration statement. Also revise your disclosure to address where Anchorage is chartered and how it is regulated. Bitcoin Education and Branding Strategy, page 213 45. Please revise to address the steps necessary to develop your educational content and build your platform such that you can begin to offer licenses for the content to thirdparties or offer your membership program to third parties, and disclose the costs associated with developing your multimedia library, the sources of capital and any challenges you may face in launching your multimedia library. Post-Business Combination Beneficial Ownership Table of Pubco, page 234 46. Please revise the footnotes to the beneficial ownership tables on pages 234 and 235 to disclose the natural persons with investment and voting control over the shares. Financial Statements, page F-1 47. Please revise to include financial statements of the registrant, Twenty One Capital, Inc. Refer to Item 14(e) of Form S-4.
No reply letter found.
We note your revised disclosure in response to prior comment 18. Please revise to clarify what you mean by "where permissible" on pages 32 and 159 in regards to the Conditions to Each Party's Obligations section.
In response to the Staff’s comments, the Company has revised its disclosure on pages 31 and 159 of the Registration Statement. In addition, the Company notes for the Staff that there are no contractual limitations on which conditions can be waived. The inclusion of “where permissible” reflects the language of the Business Combination Agreement, which was intended to mean “where permissible pursuant to applicable law.” Read in the reply ↗
We note your revised disclosure on page 55 in response to prior comment 22 and your revised disclosure on page 238 in response to prior comment 44. Please disclose quantitative information regarding the insurance coverage of Pubco's bitcoin holdings provided by Anchorage.
The Company respectfully advises the Staff that the Company considers insurance coverage limits to be commercially sensitive information, which, if disclosed, likely would cause substantial harm to the Company. For example, such disclosure could increase the likelihood that the Company becomes a target of malicious acts by third-party actors and could allow the Company’s competitors to obtain otherwise confidential information regarding the Company’s policies and operations.Read in the reply ↗Rest of the answer
Furthermore, the Company respectfully advises the Staff that disclosure of insurance coverage limits is not necessary for a reasonable investor’s understanding of the Company’s business or evaluation of an investment in its common stock, as the Company has disclosed the types of losses covered by Anchorage’s insurance policies. Nonetheless, the
Company undertakes to supplementally provide information regarding insurance coverage limits to the Staff upon request.
We note your response to prior comment 27. Please revise your disclosure here and throughout, as appropriate, to highlight the risk that if the amount in the trust falls below $5,000,001 as a results of the redemptions, CEP may no longer meet the Nasdaq listing standards and CEP Ordinary Shares may be "penny stock" pursuant to Rule 3a51-1 under the Exchange Act.Rest of the question
In addition, expand your disclosure to fully address the impact to CEP and its investors if CEP Ordinary Shares are "penny stock."
We note that the NTA provision in CEP’s Memorandum and Articles is not based on CEP’s status alone, nor is it necessarily based on the pre-closing status of CEP. Instead, Section 49.5 of the Memorandum and Articles provides that the net tangible assets of CEP or any entity that succeeds the Company as a public company (i.e., Pubco) either immediately prior to or upon consummation of the Business
Combination must be at least $5,000,001. If any of these criteria (CEP or Pubco, prior to or upon consummation of the Business
Combination) is met, the condition will have been satisfied.Read in the reply ↗Rest of the answer
This NTA condition was included in the Memorandum and Articles to reduce the likelihood that CEP (or a successor entity) would become subject to the SEC’s “penny stock” rules. The parties do not expect that either CEP or Pubco will be subject to the “penny stock” rules prior to or upon the
Closing.
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages iii, xv, xxiii, xxxi, xxxix, xl, 37, 84-85, 115, 170, and 173-175 of the Registration Statement to provide that implementation of the NTA Proposal is contingent on the approval of the Business
Combination Proposal, and the approval of the Merger Proposal. The NTA Proposal will not be approved if such other Proposals are not approved, and in such scenario, the NTA Amendment will not take effect.
We have also expanded the risk factor disclosure on these pages to discuss the impact to CEP shareholders if the NTA Amendment is adopted and if either CEP or Pubco securities are deemed to be “penny stock”.
We note your revised disclosure in response to prior comment 7. Please revise to provide a separate vote for each material difference between the Proposed Organizational Documents and the CEP Memorandum and Articles. In this regard, we note your disclosure on page 182 that combines each of the material differences into a single resolution.
In response to the Staff’s comments, the Company has revised its disclosure on the cover page and pages iii, xv, xxiii, 29, 109, and 176-183 of the Registration
Statement. Read in the reply ↗
We acknowledge your response to prior comment 28 and revised presentation in your Unaudited Pro Forma Condensed Combined Financial Statements. Please expand on your descriptions of the individual transactions to which you are giving pro forma effect, and revise your presentation to reflect each transaction in separate columns.Rest of the question
For example, the Transaction Adjustments column includes the effect of the business combination agreement, equity PIPE agreements, convertible notes subscription agreement, etc., in a single column. Refer to Regulation S-X, Item 11-02(b)(4)(i).
In response to the Staff’s comments, the Company has revised the pro forma financial statements on pages 202-205 to reflect the Equity PIPE Agreements and Convertible
Notes subscription Agreements in separate columns. Read in the reply ↗
We acknowledge your response to prior comment 35. Please revise your disclosure here and in your discussion of the convertible notes on page 267 to include the significant terms of the convertible notes, such as duration, interest rate, conversion terms, etc. Refer to ASC 470-20-50.
In response to the
Staff’s comments, the Company has revised the disclosure on page 206 and page 274 to include the significant terms of the convertible notes such as interest rate, maturity date, contingency associated with the payment of principal or interest, priority and conversion terms. Read in the reply ↗
We acknowledge your response to prior comment 31. While there is a contractual agreement for the PIPE Investors, your response indicates that the investors may still choose to pay the purchase price in cash. Please tell us whether the April PIPE Investors have yet to make an election to pay the purchase price in bitcoin or cash.
In response to the Staff’s comments, the Company has revised the disclosure to the amounts presented in Adjustment A, on pages 210-213, to reflect that the April
PIPE investors have made the election as to whether they will pay the purchase price in bitcoin or cash. Read in the reply ↗
In adjustments A, N, O and R, you present the exchange of equity interests for bitcoin under the April PIPE, Contribution, June Pipe and Additional PIPE agreements at the agreed-upon valuations. Please explain to us why you believe it is appropriate to measure the bitcoin at the contractual valuation and to recognize the difference in fair value from that contractual valuation through your pro forma earnings, citingRest of the question
the specific accounting literature you relied upon. In your response, tell us how you considered whether this is a transaction in your own capital stock under ASC Topic 505-10-25-2.a. or a transaction between entities under common control under ASC Topic 805-50-30-5, neither of which would result in a recorded gain or loss.
We respectfully acknowledge the
Staff’s comment. We considered the guidance in ASC 505-10 and 815-40 when evaluating whether the exchange of equity interests for bitcoin under the April PIPE, Contribution, June Pipe and Additional PIPE agreements should be presented at agreed-upon valuations or contractual value.
ASC 505-10-25-2(a) applies to transactions involving the issuance of an entity’s outstanding equity shares in exchange for consideration.
However, because the subscribed shares were not issued and outstanding at inception, but rather represent obligations indexed to the Company’sRead in the reply ↗Rest of the answer
own equity, the instruments fall within the scope of ASC 815-40. Under ASC 815-10-15-74(a) and ASC 815-40-25, the contracts qualify for the equity classification scope exception and are classified in stockholders’ equity. Accordingly, the transactions do not result in the recognition of a gain or loss in earnings.
We also considered whether the transfers represent transactions between entities under common control under ASC 805-50-30-5. The PIPE and Contribution investors are not entities under common control with the Company. Therefore, the guidance on common control transactions is not applicable.
In the pro forma financial statements, Bitcoin acquired under these agreements is presented at the contractual valuation established in valuation established in the agreements, as this reflects the fixed exchange terms contractually agreed by the Company and investors.
The offsetting entry is recorded within equity classification consistent with ASC 815-40. To the extent that contractual value differs from contemporaneous fair value, the difference does not give rise to a recorded gain or loss in earnings.
In summary, we concluded that:
● The subscribed share obligations are equity-linked instruments classified in equity under ASC 815-40, not outstanding shares under ASC 505-10.
transactions are not common-control transactions under ASC 805-50.
● Bitcoin is recognized in pro forma financial statements at fair value at of the most recent practicable date with any increase above contractual value recorded to equity, and no gain or loss is recognized in earnings.
In adjustments G, P and Q, you recognize bitcoin to be acquired immediately following the closing in exchange for the cash proceeds from your equity PIPE agreements and your convertible notes agreement based on a contractual valuation. Please explain your presentation referencing specific accounting guidance.Rest of the question
Tell us your consideration of whether the agreement to acquire bitcoin on a future date at an agreed-upon price could be considered a derivative under ASC Topic 815.
We respectfully acknowledge the
Staff’s comment. We considered the guidance in ASC 815 when evaluating whether the agreements to acquire bitcoin immediately following the closing of the transaction should be accounted for as derivatives and concluded that the agreement to acquire Bitcoin on a future date at an agreed-upon price would be considered a derivative under ASC 815.
Specifically, because the PIPE Bitcoin Sale and
Additional PIPE Bitcoin Sale agreements were determined to be freestanding contracts, we evaluated them further under ASC 815-10-15-83 to determine if they meet theRead in the reply ↗Rest of the answer
definition of a derivative, and under ASC 815-10-15-15 through 15-82A to assess whether any scope exceptions apply. A summary of our analysis is as follows:
agreements contain an underlying (the contractual price of bitcoin) and a notional/payment provision (the number of bitcoin to be delivered).
contracts require no initial net investment or one that is smaller than would be required for a direct purchase of bitcoin.
contracts permit net settlement through delivery of bitcoin, which is considered an asset that is readily convertible to cash (ASC 815-10-15-119 through 15-139).
Accordingly, the bitcoin purchase arrangements meet all three characteristics of a derivative under ASC 815-10-15-83. Furthermore, none of the scope exceptions in ASC 815-10-15-15 through
15-82A apply to these agreements. As a result of the determination pursuant to ASC 815, the PIPE Bitcoin Sale and Additional PIPE Bitcoin
Sale agreements are accounted for as derivative instruments within the scope of ASC 815 and recognized as liabilities at inception with subsequent measurement at fair value to be recognized through the statement of operations. The digital assets were valued at a per Bitcoin price of $109,958.41 as of the most recent practicable date of September 4, 2025 and a gain was recognized for the difference between the Bitcoin value and the purchase price which reflects the settlement of the derivative liability at Closing.
We note your revised disclosure in the footnotes on pages 262 and 263 in response to prior comment 46. Please revise footnote 4 to the beneficial ownership tables on pages 262 and 263 to disclose the natural persons with investment and voting control over the Pubco Class A and Pubco Class B Stock held by Stellar Beacon LLC.
In response to the Staff’s comments, the Company has revised its disclosure on pages 265 and 266 of the Registration Statement. The Company advises the Staff that the Company has been informed that voting and investment power over the shares held by Stellar Beacon LLC is exercised through the three-manager board of Stellar Beacon LLC by majority vote. The Company has been informed that no natural person is deemed a beneficial owner of the shares held by Stellar Beacon LLC. Read in the reply ↗
We note that Pubco's Amended and Restated Certificate of Formation includes "an enforceable jury trial waiver for any 'internal entity claim.'" Please revise to disclose whether this applies to claims under the federal securities laws.Rest of the question
To the extent that it does not apply to claims under the federal securities laws, please disclose and tell us how you will make future investors aware that the provision does not apply to claims under the federal securities laws. In addition, please revise to disclose the TBOC's definition of "internal entity claim" and expand your risk factor disclosure on pages 77 and 78 to address the material risks of a jury trial waiver, including the possibility of less favorable outcomes, uncertainty regarding its enforceability, the potential for increased costs to bring a claim and whether it may discourage or limit suits against you.
In response to the
Staff’s comments, the Company has revised its disclosure on pages 36, 78-80, 179 and 186 of Amendment No. 1. The
Company hereby provides assurance that when the matter of enforceability of jury trial waivers for “internal entity claims” in federal securities law is finally adjudicated, it will make future investors aware of such final adjudication and its scope for “internal entity claims” by including such disclosure in its future Exchange Act reports. Read in the reply ↗
Please revise to add a proposal for the jury trial waiver or tell us why you do not believe this is required.
In response to the Staff’s comments, the Company has revised its disclosure on the cover page and pages iii, xv, xxii, 179, and 185-186 of Amendment No. 1. Read in the reply ↗
We note your response to prior comment 8 that the subscribed share obligations are equity-linked instruments classified in equity, with no gain or loss recognized in earnings. We also note your response to prior comment 9 that the future purchase of bitcoin under the PIPE Bitcoin Sale and Additional PIPE Bitcoin Sale agreements would be accounted for as derivative instruments under ASC 815 with changes in fair valueRest of the question
of the derivative, rather than of the underlying bitcoin, recognized through the statement of operations. Please tell us your consideration of reflecting the transactions described in your response within your Pro Forma Statements of Operations. Your adjustments CC to the pro forma statement of operations for the period ended June 30, 2025, and adjustments EE and JJ to the pro forma statement of operations for the year ended December 31, 2024 appear to reflect the receipt of the combined bitcoin subject to these transactions as if they had settled at the beginning of the period, with the change in fair value of all the bitcoin contemplated in these transactions recognized through earnings in your pro forma statement of operations.
In response to the Staff’s comments, the Company has removed the Bitcoin fair value adjustments on the Pro Forma Statement of Operations for the period ended June
30, 2025 and the year ended December 31, 2024 and added an adjustment to the Pro Forma Statement of Operations for the year ended December
31, 2024 for the gain on the settlement of the derivative liabilities reflected in Adjustments (G), (O), and (P) on the Pro Forma Balance
Sheet. Read in the reply ↗
