Twenty One Capital details NYSE non-compliance notice

Twenty One Capital, Inc. filed an amended report describing a continued listing issue with the New York Stock Exchange tied to its audit committee composition.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Twenty One Capital, Inc. filed an amended report describing a continued listing issue with the New York Stock Exchange tied to its audit committee composition. The company’s audit committee currently lacks two independent members during the NYSE transition period required under Section 303A.07(a) of the NYSE Listed Company Manual.

On May 29, 2026, the NYSE sent a non-compliance notice stating that if this deficiency is not cured by June 5, 2026, the company will be deemed noncompliant and a below compliance indicator will be posted on its NYSE profile starting June 9, 2026. Twenty One Capital expects to appoint an additional independent audit committee member as soon as practicable to regain full compliance.

Positive

None.

Negative

Formal NYSE non-compliance notice and listing risk: The NYSE has notified Twenty One Capital that it is not in compliance with audit committee independence requirements and warns that failure to cure by June 5, 2026 could trigger a below compliance indicator and, over time, suspension or delisting risk.

Insights

NYSE non-compliance is governance-related but appears fixable with a board change.

Twenty One Capital is out of step with NYSE audit committee independence rules under Section 303A.07(a) because it currently lacks two independent members during the transition period. The NYSE formally issued a non-compliance notice dated May 29, 2026.

If the company does not cure the issue by June 5, 2026, it will be deemed noncompliant and a below compliance indicator will be displayed from June 9, 2026. This is a reputational and procedural overhang rather than an immediate trading halt, but the filing explicitly notes risks including potential suspension or delisting if broader listing standards are not met.

The company states it expects to appoint an additional audit committee member who meets Rule 10A-3 and NYSE independence requirements as soon as practicable. Future disclosures will clarify whether this appointment occurs in time to remove the below compliance flag and stabilize its NYSE listing status.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

NYSE non-compliance notice date: May 29, 2026 Cure deadline for NYSE deficiency: June 5, 2026 Below compliance indicator start date: June 9, 2026 +1 more

4 metrics

NYSE non-compliance notice date May 29, 2026 Date NYSE issued non-compliance notice to the company

Cure deadline for NYSE deficiency June 5, 2026 Date by which the company must cure audit committee deficiency

Below compliance indicator start date June 9, 2026 Date NYSE will display below compliance indicator if not cured

Original 8-K filing date May 20, 2026 Date of the company’s original 8-K on this issue

Key Terms

below compliance (“BC”) indicator, NYSE Listed Company Manual, Rule 10A-3, forward-looking statements, +1 more

5 terms

below compliance (“BC”) indicator regulatory

"a below compliance (“BC”) indicator will be disseminated over the consolidated tape"

NYSE Listed Company Manual regulatory

"during the transition period for compliance with Section 303A.07(a) of the NYSE Listed Company Manual"

A NYSE Listed Company Manual is the rulebook that sets the standards and obligations companies must meet to trade on the New York Stock Exchange, covering eligibility, ongoing disclosure, corporate governance and trading procedures. For investors it matters because the manual enforces transparency and minimum safeguards—like a building code for markets—so shareholders can trust that listed companies provide timely information and meet basic financial and governance standards.

Rule 10A-3 regulatory

"an additional member to the audit committee who meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934"

forward-looking statements regulatory

"Certain statements in this periodic report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"within the meaning of the Private Securities Litigation Reform Act of 1995"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Twenty One Capital (XXI) receive an NYSE non-compliance notice?

Twenty One Capital received an NYSE non-compliance notice because its audit committee did not have two independent members during the transition period required under Section 303A.07(a) of the NYSE Listed Company Manual, violating the exchange’s corporate governance listing standards.

What happens if Twenty One Capital (XXI) does not cure the NYSE deficiency?

If the company does not cure the deficiency by June 5, 2026, it will be deemed noncompliant and a below compliance indicator will appear on its NYSE profile starting June 9, 2026, signaling governance non-compliance to the market.

How does Twenty One Capital (XXI) plan to regain NYSE compliance?

Twenty One Capital expects to appoint an additional audit committee member who meets independence requirements under Rule 10A-3 and Section 303A.02 of the NYSE Listed Company Manual, which would restore the required number of independent audit committee members and support regaining compliance.

What risks does Twenty One Capital (XXI) highlight regarding its NYSE listing?

The company notes risks that its securities may be suspended or delisted from the NYSE, that any required plan submitted to the NYSE might not be accepted, and that actions taken under such a plan could negatively affect its securities and involve significant related costs.

When will the NYSE below compliance indicator appear for Twenty One Capital (XXI)?

The NYSE indicated that if the deficiency is not cured by June 5, 2026, a below compliance indicator will be disseminated over the consolidated tape and displayed on the company’s NYSE profile, data, and news pages starting June 9, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 07:05 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 1, 2026 (May 15, 2026)

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)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

This amendment on Form 8-K/A is an amendment to the Current Report on Form 8-K of Twenty One Capital, Inc. (the “Company”) filed on May 20, 2026 (the “Original 8-K”).

As previously disclosed in the Original 8-K, on May 20, 2026, the Company notified the NYSE of its non-compliance with the NYSE rules as a result of the audit committee of the Company not having two independent members as required during the transition period for compliance with Section 303A.07(a) of the NYSE Listed Company Manual.

As anticipated, on May 29, 2026, the Company received a notice of non-compliance from the NYSE (the “NYSE Notice”). The NYSE Notice stated that if the Company does not cure the deficiency by June 5, 2026, the Company will be deemed noncompliant and a below compliance (“BC”) indicator will be disseminated over the consolidated tape and displayed on the Company’s NYSE profile, data and news pages starting June 9, 2026. Such indicator and website references will be removed when the Company regains compliance with all NYSE quantitative and corporate governance listing standards. The Company expects to appoint, as soon as practicable, an additional member to the audit committee who meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the Listed Company Manual.

Forward-Looking Statements

Certain statements in this periodic report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events and actions, such as “will,” “intend,” “plan,” and “may,” and variations of such words, and similar expressions and future-looking language identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. The forward-looking statements in this periodic report include statements regarding our continued listing of securities on the NYSE and related actions and events. Forward-looking statements are not guarantees of future events and actions, which may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company or its management or board or third parties (including the NYSE), including those beyond the Company’s control. Such differences and uncertainties and related risks include, but are not limited to, the possibility that our securities may be suspended or delisted from the NYSE, the possibility that the Company may not file a plan with the NYSE that is acceptable, even if the NYSE accepts the Company’s plan there may be negative effects due to actions taken pursuant to the plan on the market price of Company securities and the Company in general, and there may potentially be significant related costs to structuring and implementing the plan. The foregoing list of differences and risks and uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect the continued listing of Company securities on NYSE and related actions and events, please review “Risk Factors” described in the Company’s filings and records filed with the United States Securities and Exchange Commission. These forward-looking statements reflect the Company’s expectations as of the date hereof. The Company undertakes no obligation to update the information provided herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 1, 2026

	Twenty One Capital, Inc.

	By:	/s/ James Nguyen
	Name:	James Nguyen
	Title:	General Counsel and Chief Compliance Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Twenty One Capital details NYSE non-compliance notice