Twenty One Capital Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2026, the Board of Directors (the “Board”) of Twenty One Capital, Inc. (the “Company”) appointed Paul Lalljie to the Board, effective June 5, 2026. His term will expire at the 2027 annual general meeting of the shareholders of the Company at which members of the Board are elected or until his earlier death, resignation, disqualification, or removal. In addition, the Board appointed Mr. Lalljie to the Audit Committee of the Board, effective June 5, 2026.
In connection with his appointment, Mr. Lalljie entered into an independent director agreement (the “Independent Director Agreement”), a copy of which is filed herewith as Exhibit 10.1, and the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K on December 12, 2025, and described in the Company’s Annual Report on Form 10-K filed on March 31, 2026.
Under the Independent Director Agreement, Mr. Lalljie will receive an annual cash retainer of $150,000 and an annual award of Class A Stock of the Company of $150,000 per annum. The Company will also reimburse Mr. Lalljie for all reasonable travel and other out-of-pocket expenses incurred in connection with rendering services for the Company. The foregoing description of the Independent Director Agreement is a summary and qualified in its entirety by reference to the full text of such exhibit.
As a result of Mr. Lalljie’s appointment to the Audit Committee, on June 5, 2026, the Company regained compliance with Section 303A.07(a) of the NYSE Listed Company Manual, which requires that the audit committee of the Company has at least two independent members during the transition period following the Company’s listing on the NYSE.
Item 8.01. Other Events.
On June 8, 2026, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1(1)† | Independent Director Agreement between the Company and Paul Lalljie, dated June 5, 2026. | |
| 99.1 | Press release issued by Twenty One Capital, Inc. on June 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| (1) | Certain schedules, exhibits and similar attachments have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of all omitted information to the SEC upon its request. |
| † | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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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: June 8, 2026 | ||
| Twenty One Capital, Inc. | ||
| By: | /s/ James Nguyen | |
| Name: | James Nguyen | |
| Title: | General Counsel and Chief Compliance Officer | |
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