{"url_path":"/sec/xxi/8-k/2026-05-20/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","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":523,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\nOn May 15, 2026, Tether International, S.A. de C.V., an El Salvador\n*sociedad anónima de capital variable* (“Tether International”) and SoftBank entered into a Sale and Purchase\nAgreement, pursuant to which, among other things, on May 19, 2026, SoftBank sold and transferred to Tether International 89,106,748 shares\nof Class A common stock of the Company, par value $0.01 per share of the Company (“Class A Common Stock”) held by SoftBank,\nbeing all of the shares of Class A Common Stock held by SoftBank (the “Transaction”). Tether International has agreed\nto hold the 89,106,748 shares of Class A Common Stock in accordance with, and subject to, the terms and conditions of the lock-up agreement\nbetween the Company and SoftBank entered into on December 8, 2025, a form of which was previously disclosed as Exhibit 10.6 in the Company’s\nCurrent Report on Form 8-K filed December 12, 2025.\n\n \n\nPursuant to the Company’s Certificate of Formation, all 89,106,748\nshares of Class B common stock, par value $0.01 per share, of the Company held by SoftBank were cancelled in connection with the Transaction.\n\n \n\n2\n\n \n\n \n\nOn May 20, 2026, the Company issued a press release, a copy of\nwhich is attached hereto as Exhibit 99.1.\n\n \n\n**Cautionary Note on Forward-Looking Statements**\n\n** **\n\nThis Current Report on Form 8-K contains forward-looking statements\nwithin the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K\nthat do not relate to matters of historical fact should be considered forward-looking statements, including without limitation with respect\nto the Company’s operating strategy and its ability to build on its strategy, its ability to pursue each of (i) becoming the premier\nlisted Bitcoin company in the world and combining Bitcoin treasury, financial services, mining, lending, capital markets, and strategic\nconsolidation, and (ii) creating a new model for Bitcoin-native public companies, with operating businesses and recurring revenue opportunities\ndesigned around long-term Bitcoin accumulation as the central objective. These forward-looking statements are based on management’s\ncurrent expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other\nimportant factors that may cause actual future events, results, or achievements to be materially different from the Company’s expectations\nand projections expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed\nunder the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed\nwith the SEC on March 31, 2026 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 13, 2026\nand in the Company’s other filings with the SEC. Forward-looking statements speak only as of the date of this Current Report on\nForm 8-K and are based on information available to the Company as of the date of this Current Report on Form 8-K, and the Company assumes\nno obligation to update such forward- looking statements, all of which are expressly qualified by the statements in this section, whether\nas a result of new information, future events or otherwise, except as required by law."}