XXI 8-K/A
Twenty One Capital, Inc. (XXI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 1, 2026 (
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously disclosed in the Original 8-K, on May 20, 2026, the Company notified the NYSE of its non-compliance with the NYSE rules as a result of the audit committee of the Company not having two independent members as required during the transition period for compliance with Section 303A.07(a) of the NYSE Listed Company Manual.
As anticipated, on May 29, 2026, the Company received a notice of non-compliance from the NYSE (the “NYSE Notice”). The NYSE Notice stated that if the Company does not cure the deficiency by June 5, 2026, the Company will be deemed noncompliant and a below compliance (“BC”) indicator will be disseminated over the consolidated tape and displayed on the Company’s NYSE profile, data and news pages starting June 9, 2026. Such indicator and website references will be removed when the Company regains compliance with all NYSE quantitative and corporate governance listing standards. The Company expects to appoint, as soon as practicable, an additional member to the audit committee who meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the Listed Company Manual.
Forward-Looking Statements
Certain statements in this periodic report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events and actions, such as “will,” “intend,” “plan,” and “may,” and variations of such words, and similar expressions and future-looking language identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. The forward-looking statements in this periodic report include statements regarding our continued listing of securities on the NYSE and related actions and events. Forward-looking statements are not guarantees of future events and actions, which may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company or its management or board or third parties (including the NYSE), including those beyond the Company’s control. Such differences and uncertainties and related risks include, but are not limited to, the possibility that our securities may be suspended or delisted from 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 plan there may be negative effects due to actions taken pursuant to the plan on the market price of Company securities and the Company in general, and there may potentially be significant related costs to structuring and implementing the plan. The foregoing list of differences and risks and uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect the continued listing of Company securities on NYSE and related actions and events, please review “Risk Factors” described in the Company’s filings and records filed with the United States Securities and Exchange Commission. These forward-looking statements reflect the Company’s expectations as of the date hereof. The Company undertakes no obligation to update the information provided herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 1, 2026 | ||
| Twenty One Capital, Inc. | ||
| By: | /s/ James Nguyen | |
| Name: | James Nguyen | |
| Title: | General Counsel and Chief Compliance Officer | |
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