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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): July 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Jack
Mallers’ Departure as Chief Executive Officer and as a Director
On
July 21, 2026, Twenty One Capital, Inc. (the “Company”) announced that Jack Mallers, the Company’s Chief Executive
Officer (“CEO”), has resigned from his position as CEO and as a director of the Company, effective as of July 20, 2026 (the
“Separation Date”). Mr. Mallers’ departure is not related to any disagreements with the Company on any matter relating
to its operations, policies, practices (financial or otherwise) or any issues regarding financial disclosures, accounting, or legal matters.
In
connection with Mr. Mallers’ departure, the Company has entered into a Separation Agreement and Release (the “Mallers Separation
Agreement”) with Mr. Mallers, pursuant to which Mr. Mallers, subject to his release of claims, will be entitled to receive or retain,
as applicable, (i) a cash payment equal to the final $50,000 fixed remuneration payment for July 2026, less applicable taxes, (ii) a
cash payment of $420,455.39, less applicable taxes, in settlement of Mr. Mallers’ vested time-based restricted stock units, (iii)
a cash payment of $1,151,046.48 in consideration for the repurchase of 226,860 shares of Class A Common Stock previously delivered to
Mr. Mallers in settlement of vested time-based restricted stock units and in connection with the payment of his 2025 annual bonus, less
certain taxes, and (iv) 1,522,407 vested stock options to purchase Class A common stock of the Company, which Mr. Mallers may exercise
during the 90-day period following the Separation Date in accordance with the terms of the applicable award agreement. All stock options
and restricted stock units previously granted to Mr. Mallers that are unvested as of the Separation Date will be forfeited for no consideration
in accordance with their terms.
The
foregoing description of the Mallers Separation Agreement does not purport to be complete, and is qualified in its entirety by reference
to the Mallers Separation Agreement, which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.
Appointment
of Raphael Zagury as Chief Executive Officer
Also
on July 20, 2026, the Board of Directors of the Company (the “Board”) appointed Raphael Zagury, 50, as its CEO, effective
July 20, 2026.
Mr.
Zagury has served as a member of our Board since December 2025. He is the founder and Chief Executive Officer of Elektron
Enterprises LLC, which provides management and operational services to Elektron Energy, a Bitcoin mining and
energy infrastructure business. From 2023 to 2024, Mr. Zagury served as Chief Investment Officer at Swan Bitcoin. Previously, he founded
One Partners, an investment bank, and co-founded OpenCo, a lending fintech, where he served as Chief Financial Officer and led multiple
capital raises through Series D. Earlier in his career, he held executive and trading roles at Goldman Sachs, Merrill Lynch, and Deutsche
Bank in New York. Mr. Zagury holds an MBA from Yale University and a B.A. in Economics from IBMEC.
Mr.
Zagury will continue to serve as a member of the Company’s Board, but will no longer serve as a member of the Audit Committee,
Nominating and Corporate Governance Committee or the Compensation Committee. As the Company’s CEO, Mr. Zagury will not be
considered independent under the NYSE’s listing standards and applicable federal and state securities laws. There are no family
relationships between Mr. Zagury and any director or other executive officer. There are no arrangements or understandings between
Mr. Zagury and any other persons pursuant to which he was selected as an officer.
In
connection with Mr. Zagury’s appointment as CEO, Mr. Zagury entered into an employment agreement with the Company, dated July 20,
2026 (the “CEO Employment Agreement”).
Pursuant
to the terms of the CEO Employment Agreement, Mr. Zagury will receive an annual base salary of $600,000, and he will be eligible to receive
an annual performance-based bonus of up to $700,000, subject to (i) the achievement of individual and company performance criteria established
by the Board in consultation with Mr. Zagury, and (ii) Mr. Zagury’s continued employment through the payment date. The actual annual
bonus, to the extent payable, will be paid 50% in cash and 50% in freely tradeable shares of Class A Common Stock, subject to trading
restrictions under applicable securities laws and the Company’s insider trading policy, and applicable withholding. In connection
with his appointment as CEO, Mr. Zagury will receive an award of stock options to purchase shares of Class A Common Stock in an amount
and with terms to be mutually agreed between the Company and Mr. Zagury (the “Initial Award”), which Initial Award will be
granted subject to the Company’s 2025 Stock Incentive Plan and an award agreement to be entered into between the Company and Mr.
Zagury evidencing such award (the “Option Award Agreement”). Following the third anniversary of the grant date of the Initial
Award, Mr. Zagury will be eligible to receive annual equity grants, consistent with Mr. Zagury’s role as the CEO of the Company,
as reasonably determined by the Board based on its good faith assessment and in consultation with Mr. Zagury. Mr. Zagury will also be
eligible to receive certain Company provided security services for himself and his family and an annual stipend of $25,000 towards personal
financial planning and tax services.
If
Mr. Zagury’s employment is terminated by the Company without Cause (as defined in the CEO Employment Agreement), Mr. Zagury resigns
his employment for Good Reason (as defined in the CEO Employment Agreement) or in the event of termination of employment as a result
of his death or Disability (as defined in the CEO Employment Agreement), then, in addition to certain accrued amounts, Mr. Zagury will
be entitled to the following severance benefits, subject to his execution of a release of all claims against the Company and related
persons and continued compliance with certain restrictive covenants: (i) continued payment of his base salary for 12 months following
his termination; (ii) reimbursement of the monthly premium for coverage under the Company’s group health plans or an equivalent
monthly cash payment thereof, until the earlier to occur of the end of the 12 months following his termination or the date on which Mr.
Zagury obtains health and welfare benefits from a subsequent employer; and (iii) any rights with respect to equity awards that Mr. Zagury
might have under the applicable award agreements evidencing such equity awards.
The
CEO Employment Agreement contains restrictive covenants, including non-competition and non-solicitation covenants effective for 12 months
following termination of employment.
As
previously announced, the Company is considering a potential acquisition of Elektron Energy Operations Limited and related
operations (collectively, doing business as Elektron Energy). As noted above, Mr. Zagury is the Chief Executive Officer of Elektron
Enterprises LLC, which provides management and operational services to Elektron Energy. The approximate dollar value of the amount
involved in the transaction is not yet determinable.
The
foregoing description of the CEO Employment Agreement does not purport to be complete, and is qualified in its entirety by reference
to the CEO Employment Agreement, which is attached to this Current Report as Exhibit 10.2 and incorporated herein by reference.
Item
8.01 Other Events.
Effective
July 15, 2026, Mr. Zagury resigned from the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee
of the Company. Effective July 15 2026, the Board appointed (i) Zachary Lyons to the Nominating and Corporate Governance Committee and
the Compensation Committee, (ii) Paul Lalljie to the Nominating and Corporate Governance Committee and as Chair of the Audit Committee,
and (iii) Karl Olsoni to the Compensation Committee, in each case effective immediately.
On
July 15, 2026, upon the recommendation from the Compensation Committee, in light of the additional commitment and activities resulting
from the relevant roles, the Board approved additional compensation for members of the Board’s committees, as follows (i) for the
Audit Committee, $20,000 per annum for a member and $35,000 per annum for the chairperson; (ii) for the Compensation Committee, $20,000
per annum for a member and $25,000 per annum for the chairperson; and (iii) for the Nominating and Corporate Governance Committee, $10,000
per annum for a member and $25,000 per annum for the chairperson, in each case, commencing on the later of July 15, 2026 and the date
such director begins service on the relevant Board committee, which amounts shall be paid in cash in equal monthly installments, prorated
for any partial year of service on the relevant Board committee. Robert Hines, chair of the Nominating and Corporate Governance Committee
and the Compensation Committee, and Zachary Lyons, member of the Nominating and Corporate Governance Committee and the Compensation Committee,
have each agreed to waive their compensation as members of these committees.
As
previously announced, on April 29, 2026, the Company issued a press release regarding the Company’s overview of its operating strategy
centered on potential acquisition involving Strike and Elektron. The Company is no longer pursuing the acquisition of Strike.
On
July 21, 2026, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements regarding the Company’s leadership transition; its ability
to build a Bitcoin-native operating company by combining disciplined capital allocation with investments in operating businesses, capital
markets capabilities, and Bitcoin-based financial services; the metrics the Company will use to measure its success; the Company’s
operating and financial performance; its ability to drive and execute its strategy and drive long-term shareholder value; the Company’s
strategic priorities on corporate structure and governance, operating businesses, capital markets, mergers and acquisitions and lending
and credit; the Company's proposed combination with Elektron and the process for execution, timing, terms, or likelihood of completion
of any transaction. 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 the Company'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 the Company's other filings with
the SEC. Forward-looking statements speak only as of the date of this Current Report on Form 8-K and are based on information available
to the Company as of the date of this Current Report on Form 8-K, and the Company 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.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Separation Agreement and Release between the Company and Jack Mallers, dated July 20, 2026. |
| 10.2 |
|
Employment Agreement between the Company and Raphael Zagury, dated July 20, 2026. |
| 99.1 |
|
Press release issued by Twenty One Capital, Inc. on July 21, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
July 21, 2026 |
|
| |
|
| |
Twenty
One Capital, Inc. |
| |
|
| |
By: |
/s/
James Nguyen |
| |
Name:
|
James
Nguyen |
| |
Title: |
General
Counsel and Chief Compliance Officer |
Exhibit
99.1
TWENTY
ONE
111 Congress Avenue, Suite 500
Austin, Texas 78701, United States
Twenty One Capital Appoints Raphael Zagury as
Chief Executive Officer
Mr. Zagury to Lead Company's Next Phase of Building
a Bitcoin-Native Operating Company
XXI Unveils Refreshed Strategic Priorities Focused
on Cash Flow Generation and Disciplined Capital Allocation
AUSTIN, Texas – July 21, 2026 –
Twenty One Capital, Inc. (“Twenty One” or “XXI”) (NYSE: XXI) today announced that its Board of Directors has
appointed Raphael Zagury as Chief Executive Officer, effective July 20. Mr. Zagury succeeds Jack Mallers, who is stepping down to focus
on Strike during its next phase of growth. He and Mr. Mallers are working together to ensure an orderly transition.
Mr. Zagury founded and leads the team managing
Elektron Energy (“Elektron”), a large-scale Bitcoin mining and infrastructure company recognized as one of the largest and
most efficient Bitcoin operating businesses in the world. He began his career on Wall Street, serving roles including as a Managing Director
at Deutsche Bank and Merrill Lynch and a Vice President at Goldman Sachs. He went on to co-found the boutique investment bank One Partners,
and later co-founded OpenCo, at the time one of Brazil's largest fintech lenders, where as CFO he led capital raises backed by SoftBank,
IFC, and LTS Investments. He holds an MBA from Yale University and a B.A. in Economics from IBMEC.
Mr. Zagury has served as an independent director
of the Board and as interim chair of its Audit Committee, as well as a member of the Compensation Committee and the Nominating and Corporate
Governance Committee. Although he has resigned from each committee, effective July 15, Mr. Zagury will continue on the Board as a director.
“Twenty One holds one of the largest Bitcoin
balance sheets in the public markets,” said Raphael Zagury, Chief Executive Officer of Twenty One Capital. “My job is to build
the operating company around it, with the discipline, governance, and executional rigor of an institution. I believe our business will
perform best when we also focus on the cash flow we generate and the rigor with which we allocate capital, not only by the Bitcoin we
hold.”
Paolo Ardoino, CEO of Tether and Twenty One Capital
Board Member added, “On behalf of the Board of Directors, I would like to thank Jack for his vision and leadership in founding Twenty
One Capital, and for guiding the Company through its business combination and successful listing on the New York Stock Exchange in December
2025.”
“I’m grateful to everyone at XXI and everyone who believed in what we built,” said Jack Mallers. “Serving Bitcoiners
has always been the mission, and that doesn't change. Strike is where I carry it forward.”
Refreshed Strategic Priorities
Twenty One's strategy is focused on building a
Bitcoin-native operating company by combining disciplined capital allocation with investments in operating businesses, capital markets
capabilities, and Bitcoin-based financial services. To execute this strategy and drive long-term shareholder value, the Company is focused
on five strategic priorities:
| ● | Corporate Structure and Governance:
Continue to build the organizational, governance, reporting, and control infrastructure of an institutional-grade public company, and
set the foundation required to responsibly steward one of the largest Bitcoin balance sheets in the public markets and to earn the trust
of long-term shareholders. |
| ● | Operating Businesses:
Build and acquire high-quality operating businesses that leverage Twenty One's balance sheet while maintaining disciplined capital allocation
at the parent company and create a long-term ownership model inspired by Berkshire Hathaway that is built on long-term-duration capital
and disciplined reinvestment. |
| ● | Capital Markets: Expand
the Company's capital markets capabilities through new financing structures and, over time, develop Bitcoin-backed financial products
supported by durable operating cash flows. |
| ● | Mergers & Acquisitions:
Apply a disciplined acquisition framework in which the expected return on any acquisition of businesses, infrastructure, or talent is
accretive, using Bitcoin as the Company's investment benchmark. |
| ● | Lending and Credit: Build
a Bitcoin-native lending and credit platform that enables Bitcoin holders to access liquidity without selling their assets while generating
attractive risk-adjusted returns. |
Transaction Update
As previously announced on April 29, 2026, Twenty
One was contemplating an operating strategy centered on the potential consolidation of Twenty One, Strike, and Elektron Energy into a
single Bitcoin-native platform spanning financial services, mining infrastructure, capital markets, and treasury. In connection with today's
leadership transition, Twenty One confirmed that Strike plans to remain a standalone business and is no longer being considered for a
business combination with Twenty One. The proposed combination of Twenty One Capital with Elektron remains under evaluation and if Twenty
One pursues any acquisition of Elektron, any such transactions would constitute related person transactions that would be subject to review
and approval in accordance with our related person transaction policy and applicable provisions of the Texas Business Organizations Code.
The proposed transaction remains at a preliminary stage, and there is no assurance that a definitive agreement will be signed or that
any transaction will be approved or completed.
About Twenty One
Twenty One is a Bitcoin-focused operating company.
Designed to pair one of the largest Bitcoin treasuries in the public markets with operating businesses, Twenty One aims to provide shareholders
with direct, capital-efficient exposure to Bitcoin through a growing Bitcoin-native platform. For more information, visit https://investors.xxi.money/.
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 statements regarding
Twenty One's leadership transition; its ability to build a Bitcoin-native operating company by combining disciplined capital allocation
with investments in operating businesses, capital markets capabilities, and Bitcoin-based financial services; the metrics Twenty One will
use to measure its success; Twenty One’s operating and financial performance; its ability to drive execute its strategy and drive
long-term shareholder value; Twenty One’s strategic priorities on corporate structure and governance, operating businesses, capital
markets, mergers and acquisitions and lending and credit; Twenty One's proposed combination with Elektron and the process for execution,
timing, terms, or likelihood of completion of any transaction. 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 Twenty One assumes no obligation
to update such forward-looking statements, 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. As a result, XXI encourages investors and others interested to review the information
that it 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 social media channels shall not
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Media and Investor Contact:
Media Contact:
KCSA Strategic Communications
Kristin Cwalinski
xxi@kcsa.com
Investor Relations:
KCSA Strategic Communications
Jack Perkins
xxi@kcsa.com
