Twenty One Capital (NYSE: XXI) adopts updated charter and bylaws

Rhea-AI Filing Summary

Twenty One Capital, Inc. reported corporate governance changes approved on May 19, 2026. The board and holders of 215,736,011 shares of Class B common stock, representing all voting power, acted by written consent to adopt a Second Amended and Restated Certificate of Formation, effective May 20, 2026. The updated charter removes references to Stellar Beacon LLC (SoftBank) and a Governance Agreement with Tether Investments, Bitfinex and SoftBank that was terminated on May 19, 2026. The board also approved Amended and Restated Bylaws. The new charter and bylaws are filed as Exhibits 3.1 and 3.2.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Class B shares approving charter: 215,736,011 shares Effective date of new charter: May 20, 2026 Exhibit 3.1: Certificate of Formation +2 more

5 metrics

Class B shares approving charter 215,736,011 shares Shares entitled to vote acting by written consent on May 19, 2026

Effective date of new charter May 20, 2026 Second Amended and Restated Certificate of Formation effective date

Exhibit 3.1 Certificate of Formation Second Amended and Restated Certificate of Formation of Twenty One Capital, Inc.

Exhibit 3.2 Amended and Restated Bylaws New bylaws approved by the board on May 19, 2026

Trading symbol XXI Class A common stock listed on the New York Stock Exchange

Key Terms

Second Amended and Restated Certificate of Formation, Amended and Restated Bylaws, written consent, Governance Agreement, +1 more

5 terms

Second Amended and Restated Certificate of Formation regulatory

"adopt and approve, the Second Amended and Restated Certificate of Formation (the “Certificate of Formation”)"

Amended and Restated Bylaws regulatory

"the Company’s board of directors approved and adopted the Amended and Restated Bylaws (the “Bylaws”)"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

written consent regulatory

"holders of an aggregate of 215,736,011 shares ... acted by written consent to adopt and approve"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Governance Agreement regulatory

"that certain Governance Agreement, dated December 8, 2025 (the “Governance Agreement”)"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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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): May 20, 2026 (May 19, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 19, 2026, Twenty One Capital, Inc.’s (the “Company”) board of directors approved, and holders of an aggregate of 215,736,011 shares of the Company’s Class B common stock, comprising all shares of the Company entitled to vote at the Company’s shareholder meetings, acted by written consent to adopt and approve, the Second Amended and Restated Certificate of Formation (the “Certificate of Formation”), which was filed with the Texas Secretary of State on May 20, 2026 and became effective on May 20, 2026.

The amendments affected by the Certificate of Formation remove references to Stellar Beacon LLC (“SoftBank”) and that certain Governance Agreement, dated December 8, 2025 (the “Governance Agreement”), by and among the Company, Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (“Tether Investments”), SoftBank and iFinex, Inc., a British Virgin Islands company (“Bitfinex”), which was terminated on May 19, 2026, as previously disclosed in the Company’s Current Report on Form 8-K filed on May 20, 2026.

In addition, on May 19, 2026, the Company’s board of directors approved and adopted the Amended and Restated Bylaws (the “Bylaws”). The amendments affected by the Bylaws:

● remove references to SoftBank and the Governance Agreement; and

● add an affirmative election to be governed by Section 21.419 of the Texas Business Organizations Code and any successor provision thereto.

The foregoing summary of the Certificate of Formation and the Bylaws is qualified in its entirety by reference to the text of the Company’s Certificate of Formation and the Bylaws, which are attached as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The information set forth under Item 5.03 of this Curren Report on Form 8-K is incorporated by reference into this Item 5.07 to the extent required.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Second Amended and Restated Certificate of Formation of Twenty One Capital, Inc.
3.2		Amended and Restated Bylaws of Twenty One Capital, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: May 20, 2026
	Twenty One Capital, Inc.
	By:	/s/ James Nguyen
	Name:	James Nguyen
	Title:	General Counsel and Chief Compliance Officer

2

FAQ

What corporate changes did Twenty One Capital (XXI) report in this 8-K?

Twenty One Capital reported adopting a Second Amended and Restated Certificate of Formation and new Amended and Restated Bylaws. These governance documents were approved on May 19, 2026 and became effective May 20, 2026, updating the company’s foundational legal framework.

How many shares approved Twenty One Capital’s new charter on May 19, 2026?

Holders of 215,736,011 shares of Class B common stock approved the new charter. This represented all shares entitled to vote at shareholder meetings, and the action was taken by written consent rather than through a formal meeting.

What references were removed from Twenty One Capital’s charter in 2026?

The updated charter removed references to Stellar Beacon LLC (SoftBank) and a Governance Agreement with Tether Investments, SoftBank and Bitfinex. That Governance Agreement had been terminated on May 19, 2026, prompting cleanup of related provisions in the charter.

When did Twenty One Capital’s Second Amended and Restated Certificate of Formation become effective?

The Second Amended and Restated Certificate of Formation was filed with the Texas Secretary of State on May 20, 2026. It became effective the same day, formally updating Twenty One Capital’s charter under Texas corporate law.

What governance documents were filed as exhibits in Twenty One Capital’s 8-K?

The company filed its Second Amended and Restated Certificate of Formation as Exhibit 3.1 and its Amended and Restated Bylaws as Exhibit 3.2. These exhibits provide the full, controlling text of the updated governance documents for investors.

Did Twenty One Capital’s board approve new bylaws in May 2026?

Yes. On May 19, 2026, the board approved Amended and Restated Bylaws. These bylaws were adopted alongside the updated charter, and the complete bylaws text is included as Exhibit 3.2 to the current report.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF FORMATION OF TWENTY ONE CAPITAL, INC 64.4 KB
• EX-3.2 AMENDED AND RESTATED BYLAWS OF TWENTY ONE CAPITAL, INC 154.1 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB