Twenty One Capital Inc

Twenty One Capital, Inc. disclosed that Jack Mallers resigned as CEO and as a director effective July 20, 2026, entering into a Separation Agreement and Release. The departure was stated as unrelated to any disagreement over operations, financial disclosures, accounting, or legal matters. Twenty One Capital is a Bitcoin treasury-focused company, and Mallers was a prominent Bitcoin payments advocate; his exit is a significant leadership transition for a company that has built its identity around a Bitcoin accumulation strategy.

Karl Olsoni filed an initial Form 3 as a newly appointed Director of Twenty One Capital, Inc. with no securities beneficially owned as of his appointment. Routine initial director disclosure — no equity position, administratively required at appointment.

Twenty One Capital, Inc. appointed Karl Olsoni to its Board of Directors and Audit Committee effective June 30, 2026. Under his Independent Director Agreement, Olsoni will receive an annual cash retainer of $150,000 plus annual equity awards, with his term expiring at the 2027 annual meeting. Routine board appointment — Olsoni adds independent governance capacity to Twenty One Capital's Audit Committee.

An XXI insider (signed by James Cong Hoan Nguyen as Attorney-in-Fact) filed an initial Form 3 with no securities beneficially owned. Routine initial director disclosure for Twenty One Capital — no equity position.

Twenty One Capital, Inc. appointed Paul Lalljie to its Board of Directors and Audit Committee effective June 5, 2026, with an Independent Director Agreement providing for a $150,000 annual cash retainer plus annual equity awards; his term expires at the 2027 annual meeting. Routine board appointment — Lalljie's addition to Twenty One Capital (a bitcoin-accumulation company) adds independent governance oversight to the Audit Committee.

Twenty One Capital, Inc. amended its May 20, 2026 8-K (regarding NYSE non-compliance for lacking two independent audit committee members) to disclose that on May 29, 2026, NYSE sent a formal non-compliance notice requiring cure by June 5, 2026 or a below-compliance ('BC') indicator would be applied beginning June 9, 2026. The company was working to cure the deficiency through director appointment. A compliance risk update — NYSE non-compliance on audit committee independence has a defined and tight cure timeline; the 8-K/A formalizes the consequences and urgency.

Twenty One Capital, Inc.'s Board and all Class B shareholders approved amendments to the Certificate of Formation removing all references to SoftBank (Stellar Beacon LLC) and the Governance Agreement, which was terminated on May 19, 2026. The Governance Agreement had given Tether, Bitfinex, and SoftBank significant influence over board elections, charter amendments, and reserved matters. Material governance simplification — SoftBank's exit from the governance structure eliminates three-party co-governance at Twenty One Capital, streamlining decision-making at the bitcoin-accumulation company.

Twenty One Capital, Inc. terminated the Governance Agreement with Tether Investments, SoftBank (Stellar Beacon LLC), and Bitfinex on May 19, 2026; the agreement had given these three parties significant influence over board elections, charter amendments, board size changes, and a set of reserved matters requiring 20% and 10% shareholder approval. Multiple 8-K items were triggered simultaneously by the transaction. This is a material governance restructuring event — termination of the three-party Governance Agreement eliminates the complex founding-era influence structure at Twenty One Capital, paving the way for more conventional governance.