{"url_path":"/sec/xxi/8-k/2026-05-20/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure to Satisfy a Continued","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-059270-index.html","accession_number":"0001213900-26-059270","cik":"0002070457","ticker":"XXI","issuer_name":"Twenty One Capital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-059270-index.html","primary_entity_key":"0002070457","primary_entity_name":"Twenty One Capital, Inc."},"word_count":304,"has_tables":true,"body_markdown":"** **\n\n**Item 3.01 Notice of Delisting or Failure to Satisfy a Continued\nListing Rule or Standard; Transfer of Listing**\n\n** **\n\nAs previously disclosed in the Company’s Current Report on Form\n8-K filed on March 16, 2026, each of Jared Roscoe and Vikas J. Parekh executed and delivered a letter of resignation from the Company’s\nboard of directors and all applicable committees thereof, which resignation would become effective immediately upon request by SoftBank.\nOn May 19, 2026, in connection with the consummation of the Transaction, SoftBank requested the resignation of Mr. Roscoe and Mr. Parekh\nand their resignation from the Company’s board of directors and all applicable committees thereof become effective immediately as\nof the consummation of the Transaction, pursuant to the Governance Agreement. The resignations of Mr. Roscoe and Mr. Parekh are not related\nto any disagreements with the Company on any matter relating to its operations, policies or practices.\n\n \n\nPrior to his resignation, Mr. Roscoe served as a member of the audit\ncommittee, the compensation committee and the nominating and corporate governance committee of the Company’s board of directors.\n\n \n\nPrior to Mr. Roscoe’s resignation, the audit committee of the\nCompany’s board of directors was comprised of two independent directors, the minimum number required during the transition period\nfor compliance with Section 303A.07(a) of the NYSE Listed Company Manual, as provided in Section 303A.00 of the NYSE Listed Company Manual.\nAs a result of Mr. Roscoe’s resignation, the audit committee does not have two independent members as required under NYSE rules.\n\n \n\n1\n\n \n\n \n\nThe Company notified the NYSE of the resulting non-compliance on May\n20, 2026. The Company expects to appoint, as soon as practicable, an additional member to the audit committee who meets the independence\nrequirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the Listed Company Manual."}