{"url_path":"/sec/xxi/8-k/2026-06-08/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-066003-index.html","accession_number":"0001213900-26-066003","cik":"0002070457","ticker":"XXI","issuer_name":"Twenty One Capital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070457/0001213900-26-066003-index.html","primary_entity_key":"0002070457","primary_entity_name":"Twenty One Capital, Inc."},"word_count":299,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\nOn June 5, 2026, the Board of Directors (the “Board”) of\nTwenty One Capital, Inc. (the “Company”) appointed Paul Lalljie to the Board, effective June 5, 2026. His term will expire\nat the 2027 annual general meeting of the shareholders of the Company at which members of the Board are elected or until his earlier death,\nresignation, disqualification, or removal. In addition, the Board appointed Mr. Lalljie to the Audit Committee of the Board, effective\nJune 5, 2026.\n\n \n\nIn connection with his appointment, Mr. Lalljie entered into an independent\ndirector agreement (the “Independent Director Agreement”), a copy of which is filed herewith as Exhibit 10.1, and the Company’s\nstandard form of indemnification agreement, which was filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K on December\n12, 2025, and described in the Company’s Annual Report on Form 10-K filed on March 31, 2026.\n\n \n\nUnder the Independent Director Agreement, Mr. Lalljie will receive\nan annual cash retainer of $150,000 and an annual award of Class A Stock of the Company of $150,000 per annum.\nThe Company will also reimburse Mr. Lalljie for all reasonable travel and other out-of-pocket expenses incurred in connection with rendering\nservices for the Company. The foregoing description of the Independent Director Agreement is a summary and qualified in its entirety by\nreference to the full text of such exhibit.\n\n \n\nAs a result of Mr. Lalljie’s appointment to the Audit Committee,\non June 5, 2026, the Company regained compliance with Section 303A.07(a) of the NYSE Listed Company Manual, which requires that the audit\ncommittee of the Company has at least two independent members during the transition period following the Company’s listing on the\nNYSE."}