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- Delisting (new) — Audit committee fell below NYSE independence requirements after director resignations; company disclosed non-compliance and plans remediation.
Twenty One Capital: SoftBank exits, selling 89M shares to Tether; governance pact terminated
Filed May 20, 2026 · Period ending May 15, 2026 · ~1 min read
Key Changes
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SoftBank sold its entire 89.1M Class A share stake to Tether International on May 19; SoftBank's 89.1M Class B shares were simultaneously cancelled, reshaping the ownership and voting structure.
Item 5.02 verify on EDGAR → -
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Governance Agreement with Tether, SoftBank, and Bitfinex terminated May 19, eliminating contractual rights these parties held over director elections, charter amendments, and other reserved matters.
Item 1.01 view on EDGAR → -
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Two directors resigned at SoftBank's request, dropping the audit committee below NYSE's two-independent-member minimum; company notified NYSE and plans to appoint a replacement promptly.
Item 3.01 verify on EDGAR → -
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Tether International assumed SoftBank's December 2025 lock-up agreement, keeping the 89.1M shares subject to sale restrictions and limiting near-term selling pressure.
Item 5.02 verify on EDGAR →
Summary
Twenty One Capital disclosed a major ownership shift: SoftBank exited entirely, selling 89.1 million Class A shares to Tether International and cancelling an equal number of Class B shares. The transaction triggered termination of a December 2025 Governance Agreement that had given Tether, SoftBank, and Bitfinex significant influence over board composition, charter changes, and other key decisions.
With that pact gone, control dynamics are now less constrained by contractual vetoes. The deal also caused two SoftBank-affiliated directors to resign, leaving the audit committee with fewer than the two independent members NYSE rules require. The company notified the exchange and committed to fix the gap quickly, but until then it's technically out of compliance.
Tether International now holds SoftBank's shares under the original lock-up, so no immediate flood of stock is expected. Retail holders should watch for the new audit committee appointment and any further governance changes now that the old agreement is off the table. Tether's expanded stake and the end of multi-party veto rights could accelerate decision-making—or concentrate power—depending on how the board reconstitutes.
Section-by-Section Diff
Event · Item 1.02 — Termination of a Material Definitive Agreement
Item 1.02 — Termination of a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 19, 2026, in connection with the consummation of the Transaction (as defined below), that certain Governance Agreement, dated December 8, 2025 (the “Governance Agreement”), by and among Twenty One Capital, Inc. (the “Company”), Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (“Tether Investments”), Stellar Beacon LLC, a Delaware limited liability company (“SoftBank”) and iFinex, Inc., a British Virgin Islands company (“Bitfinex”), was terminated in accordance with the terms of the Governance Agreement.
The company terminated a governance agreement originally signed in December 2025 with three major stakeholders: Tether Investments, SoftBank, and Bitfinex. The termination occurred in connection with an unspecified transaction. This agreement had given these parties significant influence over board elections, corporate charter amendments, board size changes, and other reserved matters requiring their approval.
Added in current filing · verify on EDGAR →
matters over which Tether Investments, Bitfinex and SoftBank may individually, directly or indirectly, exercise significant influence included: (i) the election of the directors on the Company’s board of directors; (ii) amendments to the Company’s Certificate of Formation and bylaws; (iii) changes in the size of the Company’s board of directors; and (iv) matters identified as 20% Reserved Matters and 10% Reserved Matters (each as defined in the Governance Agreement).
The terminated agreement had granted Tether Investments, SoftBank, and Bitfinex significant control over key corporate governance matters including director elections, charter amendments, and board composition. With termination, these parties no longer have contractual rights to influence these decisions, potentially shifting control dynamics within the company.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 19, 2026, in connection with the consummation of the Transaction, SoftBank requested the resignation of Mr. Roscoe and Mr. Parekh and their resignation from the Company’s board of directors and all applicable committees thereof become effective immediately as of the consummation of the Transaction, pursuant to the Governance Agreement.
Jared Roscoe and Vikas J. Parekh resigned from the board of directors and all committees effective May 19, 2026, at SoftBank's request following completion of a transaction. The resignations were pursuant to a Governance Agreement and were not due to any disagreements with the Company.
Added in current filing · verify on EDGAR →
Prior to Mr. Roscoe’s resignation, the audit committee of the Company’s board of directors was comprised of two independent directors, the minimum number required during the transition period for compliance with Section 303A.07(a) of the NYSE Listed Company Manual, as provided in Section 303A.00 of the NYSE Listed Company Manual. As a result of Mr. Roscoe’s resignation, the audit committee does not have two independent members as required under NYSE rules.
The audit committee previously had exactly two independent directors, the minimum required under NYSE rules during the transition period. Mr. Roscoe's resignation left the committee below this minimum, creating non-compliance with NYSE listing standards. The Company notified the NYSE on May 20, 2026.
Added in current filing · verify on EDGAR →
The Company expects to appoint, as soon as practicable, an additional member to the audit committee who meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the Listed Company Manual.
The Company plans to appoint a new independent director to the audit committee as soon as practicable to regain compliance with NYSE and SEC independence requirements.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Two directors resigned from the board and all committees effective May 19, 2026.
Added in current filing · verify on EDGAR →
The resignation of Mr. Roscoe and Mr. Parekh and their resignation from the Company’s board of directors and all applicable committees thereof became effective on May 19, 2026.
Mr. Roscoe and Mr. Parekh resigned from the board of directors and all committees effective May 19, 2026. The filing references Item 3.01 for additional context but does not provide details about the reasons for departure or whether the resignations were due to disagreements.
Event · Item 9.01 — Financial Statements and Exhibits
Twenty One Capital filed an 8-K attaching a press release issued May 20, 2026; no material business event disclosed in the body.
Added in current filing · verify on EDGAR →
Press release issued by Twenty One Capital, Inc. on May 20, 2026
The 8-K references a press release dated May 20, 2026, attached as Exhibit 99.1. The body of the 8-K provides no detail about the content or subject matter of the press release, so the materiality and investor impact cannot be determined from this filing alone.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 9, 2026 · How we verify