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Get filing alertsTwenty One Capital terminates SoftBank governance pact, amends charter to remove references
Filed May 21, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
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Company terminated governance agreement with Tether Investments, SoftBank (Stellar Beacon), and Bitfinex on May 19, 2026, unwinding a December 2025 arrangement among major stakeholders.
Item 5.03 verify on EDGAR → -
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Board and Class B shareholders (holding all voting shares) approved amended charter and bylaws removing all references to SoftBank and the terminated governance agreement, effective May 20, 2026.
Item 5.03 verify on EDGAR → -
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Amended bylaws add election to be governed by Texas Business Organizations Code Section 21.419, which provides additional limitations on director liability under Texas law.
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Summary
Twenty One Capital has unwound a governance arrangement with three major stakeholders—Tether Investments, SoftBank, and Bitfinex—just five months after establishing it in December 2025. The company's board and Class B shareholders (who hold all voting power) moved quickly to amend both the corporate charter and bylaws to scrub references to SoftBank and the now-terminated governance agreement.
For retail investors, this signals a significant shift in the company's power structure and strategic relationships. The rapid reversal of a governance pact involving entities like Tether and SoftBank suggests either a strategic pivot or potential disagreement among stakeholders.
The simultaneous adoption of enhanced director liability protections under Texas law may indicate the board is bracing for a period of uncertainty. Watch for any follow-on disclosures about changes in board composition, strategic direction, or relationships with these former governance partners. The company's next quarterly filing should provide context on how this governance shake-up affects operations and future plans.
Section-by-Section Diff
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
The charter amendments remove references to a governance agreement among the company, Tether Investments, SoftBank, and Bitfinex that was dated December 8, 2025 and terminated on May 19, 2026. This suggests a significant change in the company's governance structure and relationships with these major stakeholders.
Added in current filing · verify on EDGAR →
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 board approved restated bylaws that remove SoftBank and governance agreement references, and add an election to be governed by Section 21.419 of the Texas Business Organizations Code. Section 21.419 relates to limitations on director liability, suggesting the company is adopting additional protections for its directors under Texas law.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Procedural 8-K cross-referencing Item 5.03 for shareholder vote matters; no substantive disclosure provided in filing body.
Show 1 minor / wording change
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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.
The filing discloses Item 5.07 (Submission of Matters to a Vote of Security Holders) by incorporating information from Item 5.03 by reference. However, the provided 8-K body does not contain the actual Item 5.03 content, making it impossible to assess what matters were voted on or the results. This is a procedural cross-reference with no standalone substantive information.
Event · Item 9.01 — Financial Statements and Exhibits
Twenty One Capital filed amended organizational documents (certificate of formation and bylaws) with no material business impact disclosed.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Second Amended and Restated Certificate of Formation of Twenty One Capital, Inc.
The company filed a second amended and restated certificate of formation and amended bylaws. The 8-K provides no detail on what changed in these documents or why the amendments were made. Without substantive disclosure of the amendments' content or business impact, this appears to be a procedural filing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 9, 2026 · How we verify