{"filing":{"accession_number":"0001213900-26-059270","cik":"0002070457","ticker":"XXI","company_name":"Twenty One Capital, Inc.","form":"8-K","filing_date":"2026-05-20","report_date":null,"primary_document":"ea0291071-8k_twenty.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2070457/000121390026059270/ea0291071-8k_twenty.htm"},"events":[{"id":1224,"run_id":1059,"accession_number":"0001213900-26-059270","anchor_item_number":"8.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.9,"summary":"SoftBank sold all 89,106,748 shares of Class A common stock to Tether International pursuant to a Sale and Purchase Agreement executed May 15, 2026 and completed May 19, 2026, with all Class B shares held by SoftBank simultaneously cancelled. This constitutes a material disposition and change of control affecting a major shareholder position.","company_name":"Twenty One Capital, Inc.","ticker":"XXI","filing_date":"2026-05-20","items":[{"id":641,"accession_number":"0001213900-26-059270","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of a Governance Agreement \"in connection with the consummation of the Transaction\" on May 19, 2026. The Governance Agreement granted Tether Investments, Bitfinex, and SoftBank significant influence over material corporate matters including board elections, bylaw amendments, and board size changes. The termination of this agreement in connection with an unspecified \"Transaction\" signals a material change of control or M\u0026A activity, even though the specific transaction details are not provided in this Item 1.02 excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:50:12.912719+00:00","company_name":"","ticker":null,"filing_date":""},{"id":644,"accession_number":"0001213900-26-059270","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure describes a material change in ownership structure: SoftBank sold all 89,106,748 shares of Class A common stock to Tether International pursuant to a Sale and Purchase Agreement executed May 15, 2026 and completed May 19, 2026. Simultaneously, all Class B shares held by SoftBank were cancelled. This constitutes a material disposition and change of control event affecting a major shareholder position, properly classified as M\u0026A activity under Item 1.01/2.01 framework, even though disclosed under Item 8.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:50:12.912719+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":1225,"run_id":1059,"accession_number":"0001213900-26-059270","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Jared Roscoe and Parekh resigned from the Company's board of directors and all applicable committees, effective May 19, 2026.","company_name":"Twenty One Capital, Inc.","ticker":"XXI","filing_date":"2026-05-20","items":[{"id":643,"accession_number":"0001213900-26-059270","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the resignation of two individuals (Mr. Roscoe and Mr. Parekh) from the Company's board of directors and all applicable committees, effective May 19, 2026. This is a clear executive departure event. The loss of two board members is material to investors' assessment of governance and company leadership.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:50:12.912719+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":1226,"run_id":1059,"accession_number":"0001213900-26-059270","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"summary":"The Company notified NYSE on May 20, 2026 of non-compliance with continued listing rules after the resignation of Jared Roscoe caused the audit committee to fall below the minimum two independent directors required under NYSE Listed Company Manual Section 303A.07(a).","company_name":"Twenty One Capital, Inc.","ticker":"XXI","filing_date":"2026-05-20","items":[{"id":642,"accession_number":"0001213900-26-059270","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a notice of non-compliance with NYSE continued listing rules. Specifically, the resignation of Jared Roscoe from the board resulted in the audit committee falling below the minimum two independent directors required under NYSE Listed Company Manual Section 303A.07(a). The Company notified NYSE of this non-compliance on May 20, 2026, creating delisting risk until the deficiency is remedied.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:50:12.912719+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":641,"accession_number":"0001213900-26-059270","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of a Governance Agreement \"in connection with the consummation of the Transaction\" on May 19, 2026. The Governance Agreement granted Tether Investments, Bitfinex, and SoftBank significant influence over material corporate matters including board elections, bylaw amendments, and board size changes. The termination of this agreement in connection with an unspecified \"Transaction\" signals a material change of control or M\u0026A activity, even though the specific transaction details are not provided in this Item 1.02 excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:50:12.912719+00:00","company_name":"Twenty One Capital, Inc.","ticker":"XXI","filing_date":"2026-05-20"},{"id":642,"accession_number":"0001213900-26-059270","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a notice of non-compliance with NYSE continued listing rules. Specifically, the resignation of Jared Roscoe from the board resulted in the audit committee falling below the minimum two independent directors required under NYSE Listed Company Manual Section 303A.07(a). The Company notified NYSE of this non-compliance on May 20, 2026, creating delisting risk until the deficiency is remedied.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:50:12.912719+00:00","company_name":"Twenty One Capital, Inc.","ticker":"XXI","filing_date":"2026-05-20"},{"id":643,"accession_number":"0001213900-26-059270","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the resignation of two individuals (Mr. Roscoe and Mr. Parekh) from the Company's board of directors and all applicable committees, effective May 19, 2026. This is a clear executive departure event. The loss of two board members is material to investors' assessment of governance and company leadership.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:50:12.912719+00:00","company_name":"Twenty One Capital, Inc.","ticker":"XXI","filing_date":"2026-05-20"},{"id":644,"accession_number":"0001213900-26-059270","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure describes a material change in ownership structure: SoftBank sold all 89,106,748 shares of Class A common stock to Tether International pursuant to a Sale and Purchase Agreement executed May 15, 2026 and completed May 19, 2026. Simultaneously, all Class B shares held by SoftBank were cancelled. This constitutes a material disposition and change of control event affecting a major shareholder position, properly classified as M\u0026A activity under Item 1.01/2.01 framework, even though disclosed under Item 8.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-21T02:50:12.912719+00:00","company_name":"Twenty One Capital, Inc.","ticker":"XXI","filing_date":"2026-05-20"}]}