Twenty One Capital, Inc. 8-K/A

What Happened
Twenty One Capital, Inc. filed an amendment to its May 20, 2026 Form 8-K on June 1, 2026 to disclose that the NYSE sent a notice of non-compliance on May 29, 2026 because the company’s audit committee did not have two independent members as required. The NYSE gave the company until June 5, 2026 to cure the deficiency; if not cured, a below compliance (“BC”) indicator will be disseminated over the consolidated tape and shown on the company’s NYSE profile, data and news pages starting June 9, 2026. The company expects to appoint an additional audit committee member who meets independence rules as soon as practicable.

Key Details

• Original 8-K notifying NYSE of non-compliance was filed May 20, 2026; NYSE notice received May 29, 2026.
• Cure deadline set by NYSE: June 5, 2026.
• If uncured, BC indicator to be displayed beginning June 9, 2026 on consolidated tape and NYSE pages.
• Deficiency: audit committee lacked two independent members required by SEC Rule 10A-3 and NYSE Listed Company Manual Sections 303A.02 and 303A.07(a). Company plans to appoint a qualifying independent member.

Why It Matters
A BC indicator signals to the market that the company is not meeting NYSE corporate governance standards, which can affect investor confidence and the public visibility of the stock. If the company does not cure the deficiency or otherwise resolve listing issues, the NYSE could take further action, including potential suspension or delisting—outcomes the filing explicitly identifies as risks. Investors should watch for the appointment of an independent audit committee member and any follow-up filings or NYSE communications for updates on the company’s listing status.