X3 Acquisition Corp. Ltd. reporting persons led by Magnetar Financial LLC filed a Schedule 13G disclosing beneficial ownership of 1,400,000 Class A ordinary shares as of March 31, 2026. The filing states this equals approximately 6.22% of the outstanding shares, using the issuer's reported figure of 22,500,000 shares from the Form 10-K.
The ownership is held across multiple Magnetar funds (detailed by fund in the filing) and is reflected as shared voting and dispositive power of 1,400,000 shares for each reporting person named in the joint filing.
Positive
None.
Negative
None.
Insights
Magnetar-affiliated entities report a meaningful passive stake in XCBE.
The filing shows 1,400,000 shares held collectively by Magnetar Funds as of March 31, 2026, representing 6.22% of the issuer's stated 22,500,000 outstanding shares per the Form 10-K. The stake is allocated across eight fund accounts named in the filing.
Holder decisions will determine future activity; subsequent filings would disclose any change in voting or disposition. Timing and method of any transactions are not stated in this excerpt.
Joint Schedule 13G filing documents shared voting and dispositive authority.
The statement attributes shared voting power and shared dispositive power of 1,400,000 shares to each reporting person and includes a Joint Filing Agreement and Power of Attorney as exhibits. The filing cites the issuer's Form 10-K as the source for the outstanding share count.
This filing form is commonly used for beneficial ownership reporting; any change in classification or increases above reporting thresholds would require updated disclosure in follow-on filings.
Key Figures
Shares beneficially owned:1,400,000 sharesPercent of class:6.22%Shares outstanding (source):22,500,000 shares+3 more
6 metrics
Shares beneficially owned1,400,000 sharesas of <date>March 31, 2026</date>
Percent of class<percent>6.22%</percent>calculated using issuer's Form 10-K outstanding figure
Shares outstanding (source)22,500,000 sharesper issuer Form 10-K cited in the filing
Constellation Master Fund holding322,000 sharessubset of the 1,400,000 total
Lake Credit Fund holding238,000 sharessubset of the 1,400,000 total
Structured Credit Fund holding294,000 sharessubset of the 1,400,000 total
"This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons")"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficial ownershipfinancial
"As of March 31, 2026, each of Magnetar Financial... held 1,400,000 Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared dispositive powerregulatory
"Shared Dispositive Power 1,400,000.00"
Joint Filing Agreementlegal
"Exhibit Information 99.1 Joint Filing Agreement, dated as of May 13, 2026"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
X3 ACQUISITION CORP. LTD.
(Name of Issuer)
Class A ordinary shares, par value $0.0001
(Title of Class of Securities)
G9831H101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G9831H101
1
Names of Reporting Persons
MAGNETAR FINANCIAL LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,400,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,400,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.22 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
G9831H101
1
Names of Reporting Persons
MAGNETAR CAPITAL PARTNERS LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,400,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,400,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.22 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP Number(s):
G9831H101
1
Names of Reporting Persons
SUPERNOVA MANAGEMENT LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,400,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,400,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.22 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
G9831H101
1
Names of Reporting Persons
DAVID J. SNYDERMAN
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,400,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,400,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.22 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
X3 ACQUISITION CORP. LTD.
(b)
Address of issuer's principal executive offices:
3033 Excelsior Blvd, Suite 343, Minneapolis, MN, 55416
Item 2.
(a)
Name of person filing:
This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons"):
i) Magnetar Financial LLC ("Magnetar Financial");
ii) Magnetar Capital Partners LP ("Magnetar Capital Partners");
iii) Supernova Management LLC ("Supernova Management"); and
iv) David J. Snyderman ("Mr. Snyderman").
This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd ("Constellation Master Fund"), Magnetar Xing He Master Fund Ltd ("Xing He Master Fund"), Magnetar Capital Master Fund Ltd ("Capital Master Fund"), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP ("Structured Credit Fund"), a Delaware limited partnership; Magnetar Alpha Star Fund LLC ("Alpha Star Fund"), Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit Fund - T LLC ("Purpose Alternative Credit Fund - T"), and Magnetar Waterfront Series A LLC ("Waterfront Series A Fund"), all Delaware limited liability companies; collectively (the "Magnetar Funds"). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The administrative manager of Supernova Management is Mr. Snyderman.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c)
Citizenship:
Place of Organization.
i) Magnetar Financial is a Delaware limited liability company;
ii) Magnetar Capital Partners is a Delaware limited partnership;
iii) Supernova Management is a Delaware limited liability company; and
iv) Mr. Snyderman is a citizen of the United States of America.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001
(e)
CUSIP Number(s):
G9831H101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 1,400,000 Shares. The amount consists of (A) 322,000 Shares held for the account of Constellation Master Fund; (B) 238,000 Shares held for the account of Lake Credit Fund; (C) 294,000 Shares held for the account of Structured Credit Fund; (D) 210,000 Shares held for the account of Xing He Master Fund; (E) 238,000 Shares held for the account of Alpha Star Fund; (F) 14,000 Shares held for the account of Capital Master Fund; (G) 42,000 shares held for the account of Waterfront Series A Fund; and (H) 42,000 Shares held for the account Purpose Alternative Credit Fund - T.
The Shares held by the Magnetar Funds represent approximately 6.22% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons were deemed to be the beneficial owner constituting approximately 6.22% of the total number of shares outstanding (based upon the information provided by the Issuer in the Form 10-K filed on March 25, 2026 there were approximately 22,500,000 Shares outstanding).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,400,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,400,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
MAGNETAR FINANCIAL LLC
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
05/13/2026
MAGNETAR CAPITAL PARTNERS LP
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
05/13/2026
SUPERNOVA MANAGEMENT LLC
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
05/13/2026
DAVID J. SNYDERMAN
Signature:
/s/ Hayley Stein
Name/Title:
Name: Hayley Stein Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:
05/13/2026
Comments accompanying signature: MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member BY: Supernova Management LLC, its General Partner
MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner
Exhibit Information
99.1 Joint Filing Agreement, dated as of May 13, 2026, among the Reporting Persons.
99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on May 13, 2026.
What stake did Magnetar report in X3 Acquisition Corp. Ltd. (XCBE)?
Magnetar-affiliated reporting persons disclosed beneficial ownership of 1,400,000 shares, equal to approximately 6.22% of the class as of March 31, 2026, per the filing and issuer 10-K.
How was the 1,400,000-share position allocated among funds?
The filing breaks the position into eight fund accounts, including Constellation Master Fund 322,000 and Lake Credit Fund 238,000, with other fund allocations listed in the statement.
Who are the reporting persons named in the Schedule 13G for XCBE?
The joint filing lists Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman as the reporting persons with shared authority over the shares.
What voting and dispositive powers are reported for the shares?
Each reporting person reports 0 sole voting/dispositive power and 1,400,000 shared voting power and shared dispositive power over the reported shares as of March 31, 2026
What outstanding share count did the filing use to calculate the percentage?
The filing references the issuer's Form 10-K stating approximately 22,500,000 shares outstanding (the 10-K cited in the Schedule 13G) as the basis for the 6.22% calculation.
