The vacant audit committee seat on Twenty One Capital’s board has been filled by Tether International. The company designated an independent director that meets SEC and NYSE standards.
Twenty One Capital’s (XXI) audit committee now has all the members it needs after Tether appointed a new independent director.
Why was Twenty One Capital missing a director?
The spot on Twenty One Capital’s (XXI) audit committee became empty after Tether purchased all 89.1 million shares SoftBank held in XXI for approximately $711 million on May 20. The deal gave Tether uncontested control as the majority shareholder of the Bitcoin treasury company, which holds more than 43,500 BTC.
Once the deal closed, SoftBank’s representatives had to leave the board, including the one that served on the audit committee. Tether has now filled that spot with an independent director that it says meets the tough independence rules.
The rules in question come from the Securities Exchange Act (Rule 10A-3) and the NYSE Listed Company Manual (Section 303A.02). These rules are designed to make sure audit committee members can oversee the company fairly without conflicts of interest.
Paolo Ardoino, Tether’s CEO, said in the announcement that a great deal of rigor was put into finding the best candidate to deliver thorough and independent oversight.
“The strength of the oversight needs to match the strength of the balance sheet,” Ardoino said, but Tether did not reveal the name of the new director in its announcement
An audit committee is a group of board members who oversee a company’s financial reporting. The NYSE, requires listed firms to have at least three independent members on this committee. XXI is placed second among publicly traded corporate Bitcoin holders, trailing only Strategy (formerly MicroStrategy).
Independent board oversight is especially important now that Tether has consolidated its position. The stablecoin issuer already held voting control through XXI’s Class B shares and maintained approval authority over Bitcoin sales, mergers exceeding $1 million, and executive appointments.
What are XXI’s next plans?
Tether has proposed combining XXI with Jack Mallers’ Bitcoin payments company Strike and mining firm Elektron Energy. The three-way merger, first proposed in late April 2026, would create a vertically integrated Bitcoin business that includes treasury accumulation, payments, lending, and mining operations.
Elektron manages about 50 exahashes per second (EH/s) of mining power. That is roughly 5% of the entire Bitcoin network. The platform has already mined more than 5,500 Bitcoins.
Twenty One Capital launched in December 2025 through a SPAC merger with Cantor Equity Partners and trades on the NYSE under the ticker XXI.
The merger has several hurdles surrounding its governance. For example, Jack Mallers currently serves as CEO of both Twenty One Capital (XXI) and Strike. The dual role is a conflict of interest that will require special review and a vote by minority shareholders.
Raphael Zagury, the CEO of Elektron Energy, is a defendant in active lawsuits filed by Swan Bitcoin in California and the UK.
Swan alleges that Zagury and other former executives conspired with Tether in 2024 to take over a mining joint venture.
Tether has announced its intention to vote in favor of the mergers, but no final terms, closing timelines, or formal merger agreements have been signed or publicly released.
