X3 Acquisition (XCBEU) closes $200,000,000 IPO and funds trust

Rhea-AI Filing Summary

X3 Acquisition Corp. Ltd. completed its initial public offering of 20,000,000 units at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit includes one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share.

The company also completed a Private Placement of 5,000,000 Private Warrants to its sponsor at $1.00 per warrant, raising an additional $5,000,000. As of January 22, 2026, $200,000,000 of net proceeds, including $5,000,000 in deferred underwriting commissions, was deposited into a trust account for the benefit of public shareholders.

Positive

• Completion of IPO with substantial proceeds: The company sold 20,000,000 units at $10.00 per Unit, generating gross proceeds of $200,000,000, establishing a significant cash base.
• Trust account funding for public shareholders: As of January 22, 2026, $200,000,000 of net proceeds, including $5,000,000 in deferred underwriting commissions, was deposited into a trust account for the benefit of public shareholders.

Negative

• None.

Insights

Equity capital markets analyst

X3 Acquisition secures $200,000,000 IPO capital and funds trust.

X3 Acquisition Corp. Ltd. has completed an IPO of 20,000,000 units at $10.00 each, generating gross proceeds of $200,000,000. Each Unit bundles one Class A ordinary share with half a redeemable warrant, with whole warrants exercisable at $11.50 per share.

Alongside the IPO, the company sold 5,000,000 Private Warrants to its sponsor at $1.00 per warrant, adding $5,000,000 of proceeds. As of January 22, 2026, a total of $200,000,000 of net proceeds, including $5,000,000 in deferred underwriting commissions, was placed in a trust account for the benefit of public shareholders.

This structure provides a defined pool of cash held in trust while warrants offer potential future share issuance at $11.50 per share, depending on later exercise decisions and subsequent developments disclosed in future company filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 22, 2026

Date of Report (Date of earliest event reported)

X3 Acquisition Corp. Ltd.

(Exact name of Registrant as specified in its charter)

Cayman Islands		001-43061		98-1877158
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

3033 Excelsior Blvd Suite 343 Minneapolis, MN		55416
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 612-457-0070

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		XCBEU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		XCBE		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share		XCBEW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously disclosed, on January 22, 2026, X3 Acquisition Corp. Ltd., a Cayman Islands exempted company (the “Company”) consummated its initial public offering (“IPO”), which consisted of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share”) and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.

Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 5,000,000 private warrants (the “Private Warrants”) to X3 Acquisition Management LLC (the “Sponsor”) at a price of $1.00 per Private Warrant, generating total proceeds of $5,000,000. Each Private Warrant entitles the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment.

As of January 22, 2026, a total of $200,000,000 of the net proceeds from the IPO and the Private Placement, which amount included $5,000,000 in deferred underwriting commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of January 22, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement is included as Exhibit 99.1 to this Current Report on Form 8-K..

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Audited Balance Sheet as of January 22, 2026.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 28, 2026
	X3 Acquisition Corp. Ltd.
	By:	/s/ Andrew J. Redleaf
	Name:	Andrew J. Redleaf
	Title:	Chief Executive Officer

FAQ

What did X3 Acquisition Corp. Ltd. (XCBEU) announce in this 8-K?

X3 Acquisition Corp. Ltd. reported it consummated its initial public offering of 20,000,000 units at $10.00 per Unit, generating $200,000,000 in gross proceeds, and completed a concurrent Private Placement of 5,000,000 Private Warrants to its sponsor.

How much capital did X3 Acquisition Corp. Ltd. (XCBEU) raise in its IPO?

The company raised gross proceeds of $200,000,000 by selling 20,000,000 units at $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant exercisable for one Class A ordinary share.

What are the terms of the warrants for X3 Acquisition Corp. Ltd. (XCBEU)?

Each whole redeemable warrant, whether from Units or the Private Warrants, entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, providing potential future share purchases at that exercise price.

What is the size and pricing of the Private Placement for X3 Acquisition Corp. Ltd. (XCBEU)?

Simultaneously with the IPO closing, the company sold 5,000,000 Private Warrants to X3 Acquisition Management LLC at $1.00 per Private Warrant, generating total proceeds of $5,000,000 in the Private Placement transaction.

How much money did X3 Acquisition Corp. Ltd. (XCBEU) place in its trust account?

As of January 22, 2026, the company deposited $200,000,000 of the net proceeds from the IPO and Private Placement, including $5,000,000 in deferred underwriting commissions, into a trust account for the benefit of its public shareholders.

What financial statement did X3 Acquisition Corp. Ltd. (XCBEU) include with this 8-K?

The company included an audited balance sheet as of January 22, 2026 as Exhibit 99.1. This balance sheet reflects receipt of the proceeds from the completed IPO and the concurrent Private Placement.