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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):
June 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 June 5, 2026, the Board of Directors (the “Board”) of
Twenty One Capital, Inc. (the “Company”) appointed Paul Lalljie to the Board, effective June 5, 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. Lalljie to the Audit Committee of the Board, effective
June 5, 2026.
In connection with his appointment, Mr. Lalljie 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. Lalljie 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. Lalljie 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.
As a result of Mr. Lalljie’s appointment to the Audit Committee,
on June 5, 2026, the Company regained compliance with Section 303A.07(a) of the NYSE Listed Company Manual, which requires that the audit
committee of the Company has at least two independent members during the transition period following the Company’s listing on the
NYSE.
Item 8.01. Other Events.
On June 8, 2026, the Company issued a press release, a copy of which
is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1(1)† |
|
Independent Director Agreement between the Company and Paul Lalljie, dated June 5, 2026. |
| 99.1 |
|
Press release issued by Twenty One Capital, Inc. on June 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: June 8, 2026 |
|
| |
|
| |
Twenty One Capital, Inc. |
| |
|
| |
By: |
/s/ James Nguyen |
| |
Name: |
James Nguyen |
| |
Title: |
General Counsel and Chief Compliance Officer |
Exhibit 99.1
Twenty One Capital Appoints Independent Director to Board
Appointment restores audit committee compliance with applicable
SEC and NYSE independence requirements
AUSTIN, Texas - June 8, 2026 –
Twenty One Capital, Inc. (“Twenty One” or “XXI”) today announced the appointment of Paul S. Lalljie as an independent
director to its Board of Directors. Lalljie will also serve as a member of the Board’s audit committee.
Lalljie is an accomplished executive and board leader with deep experience
across finance, technology, cybersecurity, and education technology. He currently serves as a Member of the Supervisory Board and Audit
Committee Chair at Bitdefender. He previously served as Chief Executive Officer and Chief Financial Officer of 2U and as Chief Financial
Officer of Neustar. His background spans public company leadership, financial oversight, corporate governance, audit committee leadership,
and scaling technology-driven businesses.
The Board has determined that Lalljie qualifies as independent under
Rule 10A-3 of the Securities Exchange Act of 1934 and Section 303A.02 of the NYSE Listed Company Manual.
The appointment follows recent changes to Twenty One’s Board
composition in connection with Tether International, S.A. de C.V. 's acquisition of SoftBank Group’s stake in Twenty One on May
19, 2026. At the closing of the transaction, SoftBank’s representatives on the Twenty One Board stepped down and the related governance
agreement was terminated. One of the departing SoftBank representatives had served on the audit committee. Twenty One notified the NYSE
of the resulting committee vacancy at the time.
“Strong governance and independent oversight are critical as
we build Twenty One into one of the world’s leading Bitcoin companies,” said Jack Mallers, Chief Executive Officer of Twenty
One. “This appointment restores our compliance with NYSE audit committee requirements and reflects our commitment to operating with
the discipline, transparency, and rigor expected of a public company.”
Twenty One holds more than 43,500 bitcoin and is focused on building
a Bitcoin-native public company around a clear operating strategy: bringing together Bitcoin treasury, financial services, mining, and
capital markets into a single platform designed for recurring revenue and long-term bitcoin accumulation.
About Twenty One
Twenty One is a Bitcoin-focused operating company. It builds businesses
across financial services and capital markets, providing shareholders with direct exposure to Bitcoin. The company’s strategy is
centered on capital-efficient Bitcoin accumulation.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters
of historical fact should be considered forward-looking statements, including without limitation with respect to Twenty One’s ability
to build the company into one of the world’s leading Bitcoin companies, and building a bitcoin-native public company around a clear
operating strategy of bringing together Bitcoin treasury, financial services, mining and capital markets into a single platform designed
for recurring revenue and long-term Bitcoin accumulation. These forward-looking statements are based on management’s current expectations.
These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that
may cause actual future events, results, or achievements to be materially different from the Company’s expectations and projections
expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption
“Risk Factors” in Twenty One’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on
March 31, 2026, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 13, 2026 and in Twenty
One’s other filings with the SEC. Forward-looking statements speak only as of the date of this press release and are based on information
available to Twenty One as of the date of this press release, and Twenty One assumes no obligation to update such forward-looking statements,
all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise,
except as required by law.
XXI intends to use its website as a channel of distribution to disclose
information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will
be included on XXI’s website. XXI, and its CEO, Jack Mallers, also intend to use certain social media channels, including, but not
limited to, X, and YouTube, as means of communicating with the public and investors about XXI, its progress, products, and other matters.
While not all the information that XXI or Jack Mallers post to their respective digital platforms may be deemed to be of a material nature,
some information may be. As a result, XXI encourages investors and others interested to review the information that it and Jack Mallers’
posts and to monitor such portions of XXI’s website and social media channels on a regular basis, in addition to following XXI’s
press releases, SEC filings, and public conference calls and webcasts. The contents of XXI’s website and its and Jack Mallers’
social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Media / Investor Contact
press@xxi.money
