{"url_path":"/sec/xxi/8-k/2026-05-21/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-059795-index.html","accession_number":"0001213900-26-059795","cik":"0002070457","ticker":"XXI","issuer_name":"Twenty One Capital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-059795-index.html","primary_entity_key":"0002070457","primary_entity_name":"Twenty One Capital, Inc."},"word_count":279,"has_tables":true,"body_markdown":"**Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change\nin Fiscal Year.**\n\n** **\n\nOn May 19, 2026, Twenty One Capital, Inc.’s (the “Company”)\nboard of directors approved, and holders of an aggregate of 215,736,011 shares of the Company’s Class B common stock, comprising\nall shares of the Company entitled to vote at the Company’s shareholder meetings, acted by written consent to adopt and approve,\nthe Second Amended and Restated Certificate of Formation (the “Certificate of Formation”), which was filed with the Texas\nSecretary of State on May 20, 2026 and became effective on May 20, 2026.\n\n \n\nThe amendments affected by the Certificate of Formation remove references\nto Stellar Beacon LLC (“SoftBank”) and that certain Governance Agreement, dated December 8, 2025 (the “Governance Agreement”),\nby and among the Company, Tether Investments, S.A. de C.V., an El Salvador *sociedad anónima de capital variable* (“Tether\nInvestments”), SoftBank and iFinex, Inc., a British Virgin Islands company (“Bitfinex”), which was terminated on May\n19, 2026, as previously disclosed in the Company’s Current Report on Form 8-K filed on May 20, 2026.\n\n \n\nIn addition, on May 19, 2026, the Company’s board of directors\napproved and adopted the Amended and Restated Bylaws (the “Bylaws”). The amendments affected by the Bylaws:\n\n \n\n●remove references to SoftBank and the Governance Agreement; and\n\n \n\n●add an affirmative election to be governed by Section 21.419 of the Texas\nBusiness Organizations Code and any successor provision thereto.\n\n \n\nThe foregoing summary of the Certificate of Formation and the Bylaws\nis qualified in its entirety by reference to the text of the Company’s Certificate of Formation and the Bylaws, which are attached\nas Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference."}