Twenty One Capital Amends Charter & Bylaws, Formalizing Tether's Consolidated Control

summarizeSummary

Twenty One Capital formally updated its corporate charter and bylaws to reflect SoftBank's exit and solidify Tether's control, a significant governance shift following recent financial distress and a delisting notice.

check_boxKey Events

• Governance Documents Amended

  The board of directors and holders of Class B common stock (comprising all voting shares) approved the Second Amended and Restated Certificate of Formation and Amended and Restated Bylaws, effective May 20, 2026.

• SoftBank References Removed

  The amendments formally remove all references to Stellar Beacon LLC (SoftBank) and the associated Governance Agreement, which was terminated on May 19, 2026, as previously disclosed.

• Tether's Control Formalized

  This action solidifies Tether's consolidated control over the company, as Class B shareholders (all 215,736,011 voting shares) approved the changes by written consent.

• Shareholder Rights Impacted

  New provisions in the Certificate of Formation include a 3% ownership threshold for derivative proceedings and corporate opportunity clauses that favor Tether and its affiliates.

auto_awesomeAnalysis

This 8-K details the formal amendments to Twenty One Capital's Certificate of Formation and Bylaws, removing references to SoftBank and its Governance Agreement. This action solidifies Tether's consolidated control following SoftBank's full divestment of Class A shares to Tether, as previously disclosed. The updated governance documents, approved by Class B shareholders (comprising all voting shares), include provisions that could impact minority shareholder rights, such as a 3% ownership threshold for derivative lawsuits and corporate opportunity clauses favoring Tether. This is a critical step in the company's ongoing strategic pivot amidst significant financial losses and a NYSE delisting notice.