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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 8, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 8, 2026, the Board of Directors (the “Board”) of Twenty One Capital, Inc. (the “Company”) appointed
David J. Goldschmidt to the Board, effective September 8, 2026. His term will expire at the 2027 annual general meeting of the shareholders
of the Company at which members of the Board are elected or until his earlier death, resignation, disqualification, or removal. In addition,
the Board appointed Mr. Goldschmidt to the Audit Committee of the Board, effective September 8, 2026.
In
connection with his appointment, Mr. Goldschmidt entered into an independent director agreement (the “Independent Director Agreement”),
a copy of which is filed herewith as Exhibit 10.1, and the Company’s standard form of indemnification agreement, which was filed
as Exhibit 10.10 to the Company’s Current Report on Form 8-K on December 12, 2025, and described in the Company’s Annual
Report on Form 10-K filed on March 31, 2026.
Under
the Independent Director Agreement, Mr. Goldschmidt will receive an annual cash retainer of $150,000 and an annual award of Class A Stock
of the Company of $150,000 per annum. The Company will also reimburse Mr. Goldschmidt for all reasonable travel and other out-of-pocket
expenses incurred in connection with rendering services for the Company. The foregoing description of the Independent Director Agreement
is a summary and qualified in its entirety by reference to the full text of such exhibit.
In
addition, in connection with his appointment to the Audit Committee of the Board, in accordance with the Company’s compensation
policy for members of the Board committees, as described in the Company’s Current Report on Form 8-K filed on July 21, 2026, Mr.
Goldschmidt will receive $20,000 per annum for serving as a member of the Audit Committee, commencing on the date he begins service on
the Audit Committee, with the amount being paid in cash in equal monthly installments and prorated for any partial year of service on
the Audit Committee.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1(1)† |
|
Independent Director Agreement between the Company and David J. Goldschmidt, dated September 8, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| (1) |
Certain
schedules, exhibits and similar attachments have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees
to furnish supplementally a copy of all omitted information to the SEC upon its request. |
| † |
Certain
personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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:
September 9, 2026 |
|
| |
|
| |
Twenty
One Capital, Inc. |
| |
|
| |
By: |
/s/
James Nguyen |
| |
Name:
|
James
Nguyen |
| |
Title: |
General
Counsel and Chief Compliance Officer |