Class A common stock, par value $0.01 per share
- Symbol
- XXI
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 5.02, 8.01, 9.01 · 8-K
Twenty One Capital, Inc.
XXINYSEEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 5, 2026, the Board of Directors (the “Board”) of Twenty One Capital, Inc. (the “Company”) appointed Paul Lalljie to the Board, effective June 5, 2026.…
Company context
Twenty One is a Bitcoin-focused operating company. Designed to pair one of the largest Bitcoin treasuries in the public markets with operating businesses, Twenty One aims to provide shareholders with direct, capital-efficient exposure to Bitcoin through a growing Bitcoin-native platform. For more information, visit https://investors.xxi.money/.
Current securities
Registered securities in this filing
Twenty One Capital, Inc. · 8-K · Filed 2026-06-08
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2026, the Board of Directors (the “Board”) of
Twenty One Capital, Inc. (the “Company”) appointed Paul Lalljie to the Board, effective June 5, 2026. His term will expire
at the 2027 annual general meeting of the shareholders of the Company at which members of the Board are elected or until his earlier death,
resignation, disqualification, or removal. In addition, the Board appointed Mr. Lalljie to the Audit Committee of the Board, effective
June 5, 2026.
In connection with his appointment, Mr. Lalljie entered into an independent
director agreement (the “Independent Director Agreement”), a copy of which is filed herewith as Exhibit 10.1, and the Company’s
standard form of indemnification agreement, which was filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K on December
12, 2025, and described in the Company’s Annual Report on Form 10-K filed on March 31, 2026.
Under the Independent Director Agreement, Mr. Lalljie will receive
an annual cash retainer of $150,000 and an annual award of Class A Stock of the Company of $150,000 per annum.
The Company will also reimburse Mr. Lalljie for all reasonable travel and other out-of-pocket expenses incurred in connection with rendering
services for the Company. The foregoing description of the Independent Director Agreement is a summary and qualified in its entirety by
reference to the full text of such exhibit.
As a result of Mr. Lalljie’s appointment to the Audit Committee,
on June 5, 2026, the Company regained compliance with Section 303A.07(a) of the NYSE Listed Company Manual, which requires that the audit
committee of the Company has at least two independent members during the transition period following the Company’s listing on the
NYSE.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On June 8, 2026, the Company issued a press release, a copy of which
is attached hereto as Exhibit 99.1.
Filed exhibits (1)
EX-99.1 3 ea029381701ex99-1.htm PRESS RELEASE ISSUED BY TWENTY ONE CAPITAL, INC. ON JUNE 8, 2026 Exhibit 99.1 Twenty One Capital Appoints Independent Director to Board Appointment restores audit committee compliance with applicable SEC and NYSE independence requirements AUSTIN, Texas - June 8, 2026 - Twenty One Capital, Inc. (“Twenty One” or “XXI”) today announced the appointment of Paul S. Lalljie as an independent director to its Board of Directors. Lalljie will also serve as a member of the Board’s audit committee. Lalljie is an accomplished executive and board leader with deep experience across finance, technology, cybersecurity, and education technology. He currently serves as a Member of the Supervisory Board and Audit Committee Chair at Bitdefender. He previously served as Chief Executive Officer and Chief Financial Officer of 2U and as Chief Financial Officer of Neustar. His background spans public company leadership, financial oversight, corporate governance, audit committee leadership, and scaling technology-driven businesses. The Board has determined that Lalljie qualifies as independent under Rule 10A-3 of the Securities Exchange Act of 1934 and Section 303A.0…
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