Business Description

1 Item 2. Properties 65 Item 3. Legal Proceedings 65 Item 4. Mine Safety Disclosures 65 Part II 66 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 66 Item 6. [Reserved] 66 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 67 Item 8. Financial Statements and Supplementary Data 78 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 78 Part III 80 Item 10. Directors, Executive, Officers and Corporate Governance 80 Item 11. Executive Compensation 90 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 96 Item 13. Certain Relationships and Related Transactions, and Director Independence 98 Item 14. Principal Accountant Fees and Services 100 Part IV 99 Item 15. Exhibit and Financial Statement Schedules 101 Item 16. Form 10-K Summary 103 i Cautionary Statement Regarding Forward-Looking Statements This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if proven incorrect or do not materialize, could cause our results to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements generally are identified by the words “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: ● financial results or strategies regarding the Company, ● statements regarding the anticipated benefits of the Business Combination, ● the assets held by the Company, ● the price and volatility of Bitcoin, ● Bitcoin’s growing prominence as a digital asset and as the foundation of a new financial system, ● The Company’s listing on the New York Stock Exchange, ● the macro and political conditions surrounding Bitcoin, ● the planned business strategy including the Company’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, ● The Company’s ability to grow its Bitcoin per share, and Bitcoin return rate, ● The Company’s ability to build Bitcoin financial services and build on top of Bitcoin with high-margin, high-growth cash flow opportunities, ● The Company’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 the Company, ● the upside potential and opportunity for investors, ● The Company’s plan for value creation and strategic advantages, market size and growth opportunities, technological and market trends, and ● future financial condition and performance and expected financial impacts of the Business Combination. There can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including the risk factors discussed in this Annual Report. Except as required by law, we do not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. ii Frequently Used Terms Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” and “our” refers to Twenty One Assets, LLC prior to the Business Combination and Twenty One Capital, Inc. and its subsidiaries after giving effect to the Business Combination, as the context suggests.…