secwatch / observer
8-K filed May 20, 2026, 9:54 PM ET ticker XXI CIK 0002070457
other confidence high sentiment neutral materiality 0.25

Twenty One Capital amends charter and bylaws to remove SoftBank references; elects Texas code

Twenty One Capital, Inc.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Twenty One Capital, Inc.: The board and shareholders approved and adopted the Second Amended and Restated Certificate of Formation, which removes references to Stellar Beacon LLC (SoftBank) and the Governance Agreement, filed with the Texas Secretary of State and effective May 20, 2026 (effective 2026-05-20).

Change
charter amendment
Effective
2026-05-20
Exact text from the filing
On May 19, 2026, Twenty One Capital, Inc.’s (the “Company”) board of directors approved, and holders of an aggregate of 215,736,011 shares of the Company’s Class B common stock, comprising all shares of the Company entitled to vote at the Company’s shareholder meetings, acted by written consent to adopt and approve, the Second Amended and Restated Certificate of Formation (the “Certificate of Formation”), which was filed with the Texas Secretary of State on May 20, 2026 and became effective on May 20, 2026. 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
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Twenty One Capital, Inc.: The board approved and adopted Amended and Restated Bylaws that remove references to Stellar Beacon LLC (SoftBank) and the Governance Agreement, and add an affirmative election to be governed by Section 21.419 of the Texas Business Organizations Code (effective 2026-05-19).

Change
bylaw amendment
Effective
2026-05-19
Exact text from the filing
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.
View on SEC.gov

42 governance changes filed in the last 30 days. Browse all governance changes →

Twenty One Capital, Inc. filing history →

Source: SEC EDGAR
accession 0001213900-26-059795
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