TechFlow reports that on June 2, according to Protos, Twenty One Capital (ticker: XXI), a Bitcoin reserve company controlled by Tether, received an official non-compliance notice from the New York Stock Exchange (NYSE) on May 29 due to insufficient independent directors on its audit committee. The company must rectify the issue by June 6 (Friday); otherwise, its stock will be assigned the “BC” (Below Compliance) warning designation effective June 9.
The incident stems from May 19, when Tether acquired all 89.1 million Class A shares held by SoftBank and canceled the corresponding Class B shares. Concurrently, Tether terminated the governance agreement granting SoftBank veto rights over the board, prompting the immediate resignation of two directors appointed by SoftBank—including Jared Roscoe, a member of the audit committee. As a result, the number of independent audit committee members dropped from two to one, triggering NYSE compliance requirements.
Twenty One Capital has stated it will appoint a new independent audit committee member as soon as possible but has not disclosed the specific candidate or who holds the authority to make the appointment. The company currently holds 43,514 BTC, valued at approximately $3.1 billion, yet its total market capitalization remains below $2.5 billion. Amid leadership instability and multiple unfulfilled business commitments, its share price has fallen more than 83% over the past year.
