{"url_path":"/sec/xxi/8-k/2026-06-01/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/A","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-063141-index.html","accession_number":"0001213900-26-063141","cik":"0002070457","ticker":"XXI","issuer_name":"Twenty One Capital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-063141-index.html","primary_entity_key":"0002070457","primary_entity_name":"Twenty One Capital, Inc."},"word_count":596,"has_tables":true,"body_markdown":"**Item 3.01 Notice of Delisting or Failure to Satisfy a Continued\nListing Rule or Standard; Transfer of Listing**\n\n** **\n\nThis amendment on Form 8-K/A is an amendment to the Current Report\non Form 8-K of Twenty One Capital, Inc. (the “Company”) filed on May 20, 2026 (the “Original 8-K”).\n\n \n\nAs previously disclosed in the Original 8-K, on May 20, 2026, the Company\nnotified the NYSE of its non-compliance with the NYSE rules as a result of the audit committee of the Company not having two independent\nmembers as required during the transition period for compliance with Section 303A.07(a) of the NYSE Listed Company Manual.\n\n \n\nAs anticipated, on May 29, 2026, the Company received a notice of\nnon-compliance from the NYSE (the “NYSE Notice”). The NYSE Notice stated that if the Company does not cure the deficiency\nby June 5, 2026, the Company will be deemed noncompliant and a below compliance (“BC”) indicator will be disseminated\nover the consolidated tape and displayed on the Company’s NYSE profile, data and news pages starting June 9, 2026. Such indicator\nand website references will be removed when the Company regains compliance with all NYSE quantitative and corporate governance listing\nstandards. 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.\n\n** **\n\n**Forward-Looking Statements**\n\n \n\nCertain statements in this periodic report are “forward-looking\nstatements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events and actions,\nsuch as “will,” “intend,” “plan,” and “may,” and variations of such words, and similar\nexpressions and future-looking language identify forward-looking statements, but their absence does not mean that the statement is not\nforward-looking. The forward-looking statements in this periodic report include statements regarding our continued listing of securities\non the NYSE and related actions and events. Forward-looking statements are not guarantees of future events and actions, which may vary\nmaterially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company\nor its management or board or third parties (including the NYSE), including those beyond the Company’s control. Such differences\nand uncertainties and related risks include, but are not limited to, the possibility that our securities may be suspended or delisted\nfrom the NYSE, the possibility that the Company may not file a plan with the NYSE that is acceptable, even if the NYSE accepts the Company’s\nplan there may be negative effects due to actions taken pursuant to the plan on the market price of Company securities and the Company\nin general, and there may potentially be significant related costs to structuring and implementing the plan. The foregoing list of differences\nand risks and uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect the continued\nlisting of Company securities on NYSE and related actions and events, please review “Risk Factors” described in the Company’s\nfilings and records filed with the United States Securities and Exchange Commission. These forward-looking statements reflect the Company’s\nexpectations as of the date hereof. The Company undertakes no obligation to update the information provided herein.\n\n \n\n 1\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDated: June 1, 2026\n \n\n \n \n\n \nTwenty One Capital, Inc.\n\n \n \n\n \nBy:\n/s/ James Nguyen\n\n \nName: \nJames Nguyen\n\n \nTitle:\nGeneral Counsel and Chief Compliance Officer\n\n \n\n 2"}