Roscoe

Rule

Strike

<p><strong>Twenty One Capital has received a New York Stock Exchange warning after board changes left its audit committee short of the required number of independent members.</strong></p>
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   <li>Twenty One received an NYSE notice after its audit committee fell below the required independent member count.</li>
   <li>The issue followed Tether’s purchase of SoftBank’s 89.1M Class A shares and SoftBank board exits.</li>
   <li>The company says it expects to appoint a qualified audit committee member as soon as practicable.</li>
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<p>Twenty One Capital <a href="https://www.sec.gov/Archives/edgar/data/2070457/000121390026063141/ea0292652-8ka1_twenty.htm" rel="noopener noreferrer nofollow">disclosed</a> that it received a notice of non-compliance from the NYSE on May 29. The notice relates to the audit committee of the company’s board.</p>
<p>The company said it must fix the deficiency by June 5. If it does not, NYSE will mark the stock with a below-compliance indicator from June 9.</p>
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   <p><a href="https://x.com/hashtag/Bitcoin?src=hash&amp;ref_src=twsrc%5Etfw" rel="noopener noreferrer nofollow">#Bitcoin</a> treasury company Twenty One Capital (XXI) has been warned by the NYSE that it could be flagged non-compliant with listing standards from 9 June unless it fixes an audit committee independence gap by 5 June. <br><br>XXI shares fell ~5% to $6.90.</p>— Sandmark (@sandmark_news) <a href="https://x.com/sandmark_news/status/2061641476006969758?ref_src=twsrc%5Etfw" rel="noopener noreferrer nofollow">June 2, 2026</a>
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<p>You might also like: <a href="https://crypto.news/will-bitcoin-price-fall-to-65k-next-as-etf-outflows-deepen/" rel="noopener noreferrer nofollow"> Will Bitcoin price fall to $65K next as ETF outflows deepen? </a></p>
<h2 class="wp-block-heading" id="strong-softbank-exit-created-the-audit-gap-strong"><strong>SoftBank exit created the audit gap</strong></h2>
<p>The issue followed a May 19 transaction in which Tether International bought SoftBank’s full stake in Twenty One. SoftBank sold 89,106,748 Class A shares to Tether International.</p>
<p>At the same time, 89,106,748 Class B shares held by SoftBank were canceled. The transaction also ended a governance agreement involving Twenty One, Tether Investments, SoftBank and Bitfinex.</p>
<p>SoftBank-linked directors Jared Roscoe and Vikas J. Parekh resigned from the board and its committees after the transaction closed. The company said the resignations were not tied to any disagreement over operations, policies or practices.</p>
<p>Roscoe had served on the audit committee. His exit left the committee without two independent directors, the NYSE minimum during the company’s transition period.</p>
<h2 class="wp-block-heading" id="strong-company-plans-to-add-an-independent-member-strong"><strong>Company plans to add an independent member</strong></h2>
<p>Twenty One said it expects to appoint another audit committee member as soon as practicable. The person must meet independence standards under SEC Rule 10A-3 and NYSE rules.</p>
<p>The company also said the NYSE marker will be removed once it regains compliance with all required exchange standards. The filing noted that continued non-compliance could bring further listing risk.</p>
<p>That statement remains a risk notice, not a delisting decision. The current warning does not automatically remove Twenty One from the NYSE.</p>
<p>The company trades under the ticker XXI. It is known as a Bitcoin treasury firm backed by Tether, Bitfinex and Cantor Fitzgerald, with Strike founder Jack Mallers leading the company.</p>
<h2 class="wp-block-heading" id="strong-governance-issue-follows-major-ownership-changes-strong"><strong>Governance issue follows major ownership changes</strong></h2>
<p>As previously <a href="https://crypto.news/tether-tightens-grip-on-twenty-one-after-buying-out-softbank/" rel="noopener noreferrer nofollow">reported</a> by crypto.news, Tether recently bought out SoftBank’s position in Twenty One, giving it tighter control over the listed Bitcoin vehicle.</p>
<p>Separate coverage <a href="https://crypto.news/twenty-one-capital-jumps-as-tether-backs-strike-merger-plan/" rel="noopener noreferrer nofollow">reported</a> that Tether backed a merger plan that could combine Twenty One with Strike and Elektron Energy. That proposal would add payments, financial services and mining to the company’s Bitcoin treasury model.</p>
<p>Meanwhile, Twenty One <a href="https://crypto.news/tether-backed-twenty-one-capital-jolted-as-bitcoin-slide-hits-dat-valuations/" rel="noopener noreferrer nofollow">launched</a> with more than 43,500 Bitcoin and faced market pressure after going public through a Cantor Fitzgerald-backed SPAC.</p>
<p>The NYSE warning now adds a governance issue to that wider story. Twenty One has until June 5 to name a qualified independent audit committee member before the below-compliance marker appears.</p>
<p>Read more: <a href="https://crypto.news/xrp-price-nears-oversold-zone-as-whale-withdrawals-hit-2021-low/" rel="noopener noreferrer nofollow"> XRP price nears oversold zone as whale withdrawals hit 2021 low </a></p>

Twenty One faces NYSE warning after SoftBank board exit

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