Twenty One Capital, Inc. 8-K

What Happened

• Twenty One Capital, Inc. announced that on May 19, 2026 its board approved, and holders of 215,736,011 Class B shares (constituting all shares entitled to vote) acted by written consent to adopt a Second Amended and Restated Certificate of Formation. The Certificate was filed with the Texas Secretary of State and became effective on May 20, 2026.
• The changes remove references to Stellar Beacon LLC (SoftBank) and the Governance Agreement dated December 8, 2025 (among the Company, Tether Investments, SoftBank and iFinex/Bitfinex), which the Company terminated on May 19, 2026. The board also approved Amended and Restated Bylaws that remove references to SoftBank/Governance Agreement and add an affirmative election to be governed by Texas Business Organizations Code Section 21.419 (and successors).

Key Details

• 215,736,011 Class B shares acted by written consent — described as all voting shares of the Company.
• Certificate of Formation filed and effective with Texas Secretary of State on May 20, 2026.
• Governance Agreement (dated Dec 8, 2025) was terminated on May 19, 2026 (previously disclosed in the Company’s May 20, 2026 Form 8-K).
• Bylaws now include an affirmative election to be governed by Section 21.419 of the Texas Business Organizations Code.

Why It Matters

• These filings formally remove contractual and governance references to SoftBank and the terminated Governance Agreement from the company’s governing documents, which is a material governance change investors should note.
• The amendments and the affirmative election under Texas law may affect corporate governance and how certain internal corporate matters are governed going forward. Investors seeking detail on potential governance impacts should review the full amended Certificate of Formation and Bylaws (filed as Exhibits 3.1 and 3.2) and the prior 8-K disclosures.