X3 Holdings Announces Share Consolidation

X3 Holdings (Nasdaq: XTKG) will effect a 1-for-6 share consolidation and a corresponding capital reduction, both effective December 30, 2025.

Rhea-AI Summary

X3 Holdings (Nasdaq: XTKG) will effect a 1-for-6 share consolidation and a corresponding capital reduction, both effective December 30, 2025. The company's par value per ordinary share will be reduced from US$48.00 to US$0.00003 by cancelling paid-up capital of US$47.99997 per share.

Shareholder approval occurred at an extraordinary meeting on February 10, 2025; the Cayman Court order was registered April 10, 2025. Post-reduction Class A shares will trade on Nasdaq under XTKG with new CUSIP G72007142. Outstanding warrants and equity rights will be proportionately adjusted; fractional entitlements will be paid in cash.

Positive

• Share consolidation ratio: 1-for-6
• Par value reduced from $48.00 to $0.00003
• Effective date: December 30, 2025
• Post-reduction trading continues under XTKG with CUSIP G72007142
• Outstanding warrants and equity rights proportionately adjusted

Negative

• No fractional shares issued; affected holders receive cash in lieu
• Capital reduction cancels $47.99997 paid-up capital per share

Argus Dec 26 session

-15.43% close to close Open Argus

Details

News Market Reaction – XTKG

In the Dec 26 session, XTKG declined 15.43%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -15.4% in the session following this news. A negative reaction despite largely mec...

Analysis

The stock dropped -15.4% in the session following this news. A negative reaction despite largely mechanical actions such as the 1-for-6 share consolidation and Capital Reduction would fit a pattern where structurally weak names trade near lows and investors interpret recapitalization steps cautiously. With price at $0.164, well below the $1.59 200-day MA and 93.97% under the 52-week high, existing pressure may have amplified selling as holders reassessed liquidity and post-consolidation dynamics.

Key Figures

Share consolidation ratio: 1-for-6 Old par value: US$48.00 per share New par value: US$0.00003 per share +5 more

Share consolidation ratio

1-for-6

Ordinary share consolidation effective December 30, 2025

Old par value

US$48.00 per share

Par value before Capital Reduction

New par value

US$0.00003 per share

Par value after Capital Reduction

Capital reduction amount

US$47.99997 per share

Paid-up capital cancelled per share

Authorized share capital

US$150,000

Post-Capital Reduction authorized capital

Authorized Class A shares

4,980,000,000 shares

Class A ordinary shares at US$0.00003 par value

Authorized Class B shares

20,000,000 shares

Class B ordinary shares at US$0.00003 par value

Effective date

December 30, 2025

Effective date of Share Consolidation and Capital Reduction

Key Terms

share consolidation, par value, reduction of capital, authorized share capital, +3 more

7 terms

share consolidation financial

"it will effect a share consolidation of its ordinary shares at a ratio of 1-for-6"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

par value financial

"the par value of the Company's ordinary shares will be reduced from US$48.00 to US$0.00003"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

reduction of capital financial

"by cancelling the paid-up share capital to the extent of US$47.99997 per share by way of a reduction of capital"

A reduction of capital is a formal action a company takes to shrink the amount of money recorded as its official share capital, either by lowering the value of each share or cancelling shares. For investors it matters because it changes the company’s balance sheet and can affect share ownership, per-share value, and the company’s ability to pay dividends or absorb losses—think of trimming the size of a pie to reshape slices or return extra filling to the baker.

authorized share capital financial

"the authorized share capital of the Company has now become US$150,000 divided into (i) 4,980,000,000 Class A"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

warrants financial

"Outstanding warrants and other outstanding equity rights will be proportionately adjusted"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

CUSIP technical

"under the symbol "XTKG" with the new CUSIP number G72007142"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

transfer agent financial

"The Company's transfer agent, Transhare Corporation, which is also acting as the exchange agent"

A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SINGAPORE, Dec. 26, 2025 /PRNewswire/ -- X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the "Company" or "XTKG"), a global provider of digital solutions and technology services spanning diverse industries, today announced that it will effect a share consolidation of its ordinary shares at a ratio of 1-for-6, (the "Share Consolidation"). Immediately following the Share Consolidation, the par value of the Company's ordinary shares will be reduced from US$48.00 to US$0.00003 per share by cancelling the paid-up share capital to the extent of US$47.99997 per share by way of a reduction of capital ("Capital Reduction"), both of which will become effective on December 30, 2025.

On April 10, 2025, the Grant Court of the Cayman Islands granted the order confirming the Capital Reduction (the "Court Order"). On April 10, 2025, the Company completed the registration with the Registrar of Companies of the Cayman Islands of the Court Order, a certified extract of the Meeting's (as defined below) minutes regarding the Capital Reduction and the certificate for reduction of share capital. Pursuant to the Eighth Amended and Restated Memorandum and Articles, the authorized share capital of the Company has now become US$150,000 divided into (i) 4,980,000,000 Class A ordinary shares of a par value of US$0.00003 each; and (ii) 20,000,000 Class B ordinary shares of a par value of US$0.00003 each. The Share Consolidation and Capital Reduction were approved by the shareholders of the Company at the extraordinary general meeting (the "Meeting") held on February 10, 2025.

The Company's Class A ordinary shares are expected to begin trading on a post-capital reduction basis at the open of the market session on December 30, 2025. Upon the market opening on December 30, 2025, the Company's Class A ordinary shares will continue to be traded on The Nasdaq Capital Market under the symbol "XTKG" with the new CUSIP number G72007142.

As a result of the Share Consolidation, every six (6) shares of the Company's ordinary shares will be automatically consolidated into one ordinary share. Outstanding warrants and other outstanding equity rights will be proportionately adjusted to reflect the Share Consolidation. No fractional shares will be issued in connection with the Share Consolidation. Shareholders otherwise entitled to receive a fractional ordinary share as a result of the Share Consolidation will receive cash in lieu of such fractional ordinary share. The Company's transfer agent, Transhare Corporation, which is also acting as the exchange agent for the Share Consolidation, will send instructions to shareholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Shareholders who hold their shares in brokerage accounts or "street name" are not required to take action to implement the exchange of their shares.

About X3 Holdings

X3 Holdings Co., Ltd. (Nasdaq: XTKG) is a global provider of digital solutions and technology services spanning diverse industries. The Company is operating across diversified business segments in digital technologies, cryptomining operations, renewable energy and agriculture technologies. X3 Holdings is headquartered in Singapore with subsidiaries and operations globally. For additional information, please visit www.x3holdings.com. 

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements; specifically, the Company's statements regarding listing on the NASDAQ Capital Market and the IPO are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company's goals and strategies; the Company's future business development; product and service demand and acceptance; changes in technology; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in the markets that the Company operates and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

View original content:https://www.prnewswire.com/news-releases/x3-holdings-announces-share-consolidation-302649169.html

SOURCE X3 Holdings Co., Ltd.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the share consolidation ratio for X3 Holdings (XTKG) and when is it effective?

X3 Holdings announced a 1-for-6 share consolidation effective at market open on December 30, 2025.

How does the December 30, 2025 capital reduction change XTKG share par value?

The par value is reduced from US$48.00 to US$0.00003 by cancelling US$47.99997 per share.

Will XTKG continue to trade on Nasdaq after the share consolidation and under what CUSIP?

Yes; Class A ordinary shares will continue trading on Nasdaq under XTKG with new CUSIP G72007142 starting December 30, 2025.

How will outstanding warrants and equity awards be treated after XTKG's 1-for-6 consolidation?

Outstanding warrants and other equity rights will be proportionately adjusted to reflect the 1-for-6 consolidation.

What should shareholders holding physical certificates do for XTKG's share consolidation?

Transhare Corporation, the transfer and exchange agent, will send instructions to record holders on exchanging old certificates for new ones.

What happens to fractional XTKG shares resulting from the 1-for-6 consolidation?

No fractional shares will be issued; shareholders entitled to fractional shares will receive cash in lieu of fractional ordinary shares.