Headline: Twenty One (XXI) warned by NYSE after SoftBank exit leaves audit committee short-handed
Twenty One Capital, the Bitcoin treasury company traded as XXI, has been hit with a notice of non‑compliance from the New York Stock Exchange after recent board changes left its audit committee below the exchange’s required level of independent directors.
What happened
- The NYSE issued the non‑compliance notice on May 29, citing a deficiency in the company’s audit committee. Twenty One has until June 5 to appoint a qualified independent director who meets SEC Rule 10A‑3 and NYSE independence standards. If the company does not cure the shortfall, NYSE will flag the stock with a below‑compliance indicator on June 9.
- The governance gap 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, while 89,106,748 Class B shares held by SoftBank were cancelled. That deal also terminated a prior governance agreement among Twenty One, Tether Investments, SoftBank and Bitfinex.
- After the transaction closed, SoftBank‑linked directors Jared Roscoe and Vikas J. Parekh resigned from the board and its committees. Roscoe had been a member of the audit committee; his departure left the committee below the NYSE’s minimum requirement during the company’s transition period. The company said the resignations were not due to any disagreement about operations, policies or practices.
Market and company context
- XXI shares dropped about 5% to roughly $6.90 on the news.
- Twenty One launched with a substantial Bitcoin treasury (more than 43,500 BTC) and went public via a Cantor Fitzgerald‑backed SPAC. The firm is backed by Tether, Bitfinex and Cantor Fitzgerald, and is led by Strike founder Jack Mallers.
- Tether’s recent buyout of SoftBank tightened its control over the listed Bitcoin vehicle. Tether also reportedly backed a merger proposal that could combine Twenty One with Strike and Elektron Energy—potentially broadening the business into payments, financial services and mining alongside its Bitcoin treasury model.
What’s next
- Twenty One says it expects to appoint a qualifying independent audit committee member as soon as practicable. The NYSE marker will be removed once the company regains compliance with exchange standards, but continued non‑compliance could create further listing risk. The current notice is a compliance warning — not an automatic delisting.
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