Twenty One Capital, Inc. 8-K

What Happened

• Twenty One Capital announced that on May 19, 2026 SoftBank sold 89,106,748 shares of the Company’s Class A common stock to Tether International pursuant to a Sale and Purchase Agreement entered May 15, 2026. The Company also states that, in connection with the Transaction, the Governance Agreement dated December 8, 2025 among the Company, Tether Investments, SoftBank and Bitfinex was terminated effective May 19, 2026.
• As part of the same Transaction, SoftBank’s 89,106,748 shares of Class B common stock were cancelled. SoftBank requested—and the Company accepted—the immediate resignations of directors Jared Roscoe and Vikas J. Parekh effective May 19, 2026.

Key Details

• Transaction date: sale executed May 15, 2026; consummation and related actions on May 19, 2026.
• Shares transferred: 89,106,748 Class A shares moved from SoftBank to Tether International; the same number of Class B shares held by SoftBank were cancelled.
• Governance Agreement (Dec 8, 2025) terminated; that agreement previously gave Tether Investments, Bitfinex and SoftBank influence over director elections, charter/bylaw amendments, board size and certain reserved matters.
• Corporate governance effect: resignations of Roscoe and Parekh left the audit committee with fewer than the two independent members required under NYSE rules; the Company notified the NYSE on May 20, 2026 and said it expects to appoint a compliant independent audit committee member as soon as practicable.

Why It Matters

• Ownership and governance change: the transfer of a large block of Class A shares and cancellation of SoftBank’s Class B shares, together with termination of the Governance Agreement, represent a material shift in the Company’s ownership structure and the removal of contractual governance rights that previously constrained certain corporate actions.
• Board and listing compliance: the departure of two directors created a temporary NYSE independence deficiency on the audit committee, which the Company has disclosed and said it will remediate. Investors should watch for updates on the Company’s board composition, appointment of an independent audit committee member, and any further disclosures about voting control or lock-up terms for the transferred shares.