X3 Acquisition (XCBE) files Form 12b-25 notifying late Q1 10-Q

Rhea-AI Filing Summary

X3 Acquisition Corp. Ltd. submitted a Form 12b-25 notifying the SEC that its Quarterly Report on Form 10-Q for the period ended March 31, 2026 could not be filed on time because the financial statements were not completed in sufficient time to obtain necessary review and signatures. The notification is dated May 15, 2026 and is signed by Kenneth J. Weiller, Chief Financial Officer. The filing affirms prior periodic reports have been filed and does not state a revised filing date for the 10-Q.

Key Figures

Period Ended: March 31, 2026 Form 12b-25 Date: May 15, 2026 Contact Telephone: (612) 457-0070

3 metrics

Period Ended March 31, 2026 Quarter covered by the delayed Form 10-Q

Form 12b-25 Date May 15, 2026 Date the notification was signed and submitted

Contact Telephone (612) 457-0070 Telephone number listed for Kenneth J. Weiller, CFO

Key Terms

Rule 12b-25, Form 10-Q, notification of late filing

3 terms

Rule 12b-25 regulatory

"We could not timely file our Quarterly Report on Form 10-Q"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q financial

"Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

notification of late filing regulatory

"NOTIFICATION OF LATE FILING | SEC FILE NUMBER 001-43061"

A notification of late filing is a formal public statement that a company failed to submit a required regulatory report (for example, quarterly or annual financial statements) by the deadline. It matters to investors because missed filings can signal accounting, operational, or governance problems, may lead to fines or trading restrictions, and increases uncertainty about the company's transparency—like a public “we missed the deadline” flag that raises risk for shareholders.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

	NOTIFICATION OF LATE FILING	SEC FILE NUMBER
		001-43061
		CUSIP NUMBER
		G9831H 101

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: March 31, 2026

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q

For the Transition Period Ended: _______________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

X3 Acquisition Corp. Ltd.

Full Name of Registrant

Former Name if Applicable

3033 Excelsior Blvd, Suite 343

Address of Principal Executive Office (Street and Number)

Minneapolis, MN 55416

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

We could not timely file our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, because the financial statements could not be completed in sufficient time to solicit and obtain the necessary review of the subject report and signatures thereto in a timely fashion prior to the due date of the report.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Kenneth J. Weiller		(612)		457-0070
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).	☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?	☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

X3 Acquisition Corp. Ltd.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date : May 15, 2026	By:	/s/ Kenneth J. Weiller
	Name:	Kenneth J. Weiller
	Title:	Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

Why did X3 Acquisition (XCBE) file a Form 12b-25?

They filed because the Form 10-Q for March 31, 2026 could not be completed in time. The company states financial statements required additional time for review and signatures, preventing timely filing by the prescribed due date.

When is the period covered by the late 10-Q for XCBE?

The late report covers the quarter ended March 31, 2026. The 12b-25 specifically cites the March 31, 2026 quarterly period as the subject of the delayed Form 10-Q.

Who signed the Form 12b-25 for X3 Acquisition (XCBE)?

The notification was signed by Kenneth J. Weiller, Chief Financial Officer. The signature block on the form shows the date of signature as May 15, 2026 and provides a contact telephone number.

Does the Form 12b-25 state when XCBE will file the delayed 10-Q?

The filing does not provide a specific revised filing date for the 10-Q. The narrative explains the reason for delay but does not include a target completion or submission date in the excerpt provided.

Has X3 Acquisition filed its other required periodic reports in the last 12 months?

Yes — the 12b-25 indicates other required periodic reports were filed. The form includes the check box confirming that all other periodic reports required under Sections 13 or 15(d) were filed during the preceding 12 months.