Twenty One Capital, Inc.
For the period ended May 15, 2026. Filed May 20, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
May 15, 2026 · Filed May 20, 2026
Contents
Twenty One Capital, Inc
(Exact name of registrant as specified in its charter)
| Texas | 001-42997 | 39-2506682 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 111 Congress Avenue, Suite 500 Austin, Texas | 78701 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
(206)552-9859
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, par value $0.01 per share | XXI | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☒
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 13(a) of the Exchange Act.☐
Item 1.02 Termination of a Material Definitive Agreement.
On May 19, 2026, in connection with the consummation of the Transaction (as defined below), that certain Governance Agreement, dated December 8, 2025 (the “Governance Agreement”), by and among Twenty One Capital, Inc. (the “Company”), Tether Investments, S.A. de C.V., an El Salvadorsociedad anónima de capital variable(“Tether Investments”), Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”) and iFinex, Inc., a British Virgin Islands company (“Bitfinex”), was terminated in accordance with the terms of the Governance Agreement.
As previously disclosed, pursuant to the Governance Agreement, matters over which Tether Investments, Bitfinex and SoftBank may individually, directly or indirectly, exercise significant influence included: (i) the election of the directors on the Company’s board of directors; (ii) amendments to the Company’s Certificate of Formation and bylaws; (iii) changes in the size of the Company’s board of directors; and (iv) matters identified as 20% Reserved Matters and 10% Reserved Matters (each as defined in the Governance Agreement).
The descriptions of the Governance Agreement in this Current Report on Form 8-K do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Governance Agreement, a copy of which is included as Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2025 and incorporated herein by reference.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.