Business Context and Reporting Period
Company: Twenty One Capital, Inc. (XXI)
Filing Type: Form 8-K (Current Report)
Date of Report: May 20, 2026
Event Date: May 19, 2026
Context: The Company reported the adoption of amended governing documents and the termination of a prior governance agreement involving SoftBank, Tether Investments, and Bitfinex.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance amendments and does not contain financial performance data.
Material Changes
- Termination of Governance Agreement: The Governance Agreement dated December 8, 2025, among the Company, Tether Investments, SoftBank, and Bitfinex was terminated on May 19, 2026.
- Amendment to Certificate of Formation: The Second Amended and Restated Certificate of Formation was approved by the Board and shareholders (via written consent of 215,736,011 Class B shares) and filed with the Texas Secretary of State on May 20, 2026. This amendment removes all references to Stellar Beacon LLC ("SoftBank") and the terminated Governance Agreement.
- Amendment to Bylaws: The Amended and Restated Bylaws were adopted on May 19, 2026. Changes include removing references to SoftBank and the Governance Agreement, and adding an affirmative election to be governed by Section 21.419 of the Texas Business Organizations Code.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management outlook, specific risks, contingencies, or unusual items beyond the structural changes to the Company's charter and bylaws.
Investor Verification Checklist
- Verify the full text of the Second Amended and Restated Certificate of Formation (Exhibit 3.1) to confirm the scope of removed provisions.
- Review the Amended and Restated Bylaws (Exhibit 3.2) to understand the implications of the election under Section 21.419 of the Texas Business Organizations Code.
- Confirm the details of the terminated Governance Agreement and the specific roles of Tether Investments and Bitfinex in the Company's prior structure.
- Check for any subsequent filings regarding the impact of these governance changes on the Company's operational control or strategic direction.