Twenty One Capital Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 20, 2026 (
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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, as previously disclosed in the Company’s Current Report on Form 8-K filed on May 20, 2026.
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 foregoing summary of the Certificate of Formation and the Bylaws is qualified in its entirety by reference to the text of the Company’s Certificate of Formation and the Bylaws, which are attached as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Second Amended and Restated Certificate of Formation of Twenty One Capital, Inc. | |
| 3.2 | Amended and Restated Bylaws of Twenty One Capital, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 20, 2026 | ||
| Twenty One Capital, Inc. | ||
| By: | /s/ James Nguyen | |
| Name: | James Nguyen | |
| Title: | General Counsel and Chief Compliance Officer | |
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