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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
March
10, 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.
On
March 10, 2026, X3 Acquisition Corp. Ltd. (the “Company”) announced that, on or about March 13, 2026, the holders of the
Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants included in the
Units. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Any Units not separated will continue
to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “XCBEU.” Any underlying Class A ordinary shares
and warrants that are separated will trade on Nasdaq under the symbols “XCBE” and “XCBEW,” respectively. Holders
of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent,
in order to separate the holders’ Units into ordinary shares and warrants.
A
copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto
as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated March 10, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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:
March 10, 2026 |
|
|
| |
|
|
| |
X3
Acquisition Corp. Ltd. |
| |
|
|
| |
By: |
/s/
Andrew J. Redleaf |
| |
Name: |
Andrew
J. Redleaf |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
X3
Acquisition Corp. Ltd.
Announces
the Separate Trading of its Class A Ordinary Shares and Warrants
Commencing
March 13, 2026
Minneapolis,
MN, March 10, 2026 – X3 Acquisition Corp. Ltd. (Nasdaq: XCBEU) (the “Company”), today announced that, commencing
March 13, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s
Class A ordinary shares and warrants included in the units.
No
fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants
that are separated will trade on The Nasdaq Global Market under the symbols “XCBE” and “XCBEW,” respectively.
Those units not separated will continue to trade on The Nasdaq Global Market under the symbol “XCBEU.” Holders of units will
need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate
the units into Class A ordinary shares and warrants.
The
offering of the units was made only by means of a prospectus. Copies of the prospectus may be obtained from Stifel, Nicolaus & Company,
Incorporated, Attention: Syndicate Department, 1201 Wills St., Suite 600, Baltimore, MD 21231, by telephone at (855) 300-7136 or by email
at SyndProspectus@Stifel.com. A registration statement on Form S-1 (333-290299) relating to these securities has been filed with the
Securities and Exchange Commission (“SEC”) and was declared effective on January 20, 2026. Copies of the registration statement
can be accessed through the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
X3 Acquisition Corp. Ltd.
X3
Acquisition Corp. Ltd. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. Although the Company currently intends to focus on target businesses in the financial services
industry, it may pursue an acquisition opportunity in any business, industry, sector or geographical location. The Company’s management
team is led by Andrew J. Redleaf, its Chief Executive Officer and Chairman of the Board of Directors.
Cautionary
Note Concerning Forward-Looking Statements
This
press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that
are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect
thereto or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of
the registration statement and the prospectus filed in connection with the initial public offering with the SEC. Copies are available
on the SEC’s website, www.sec.gov.
Contacts:
Kenneth
J. Weiller
Chief
Financial Officer and Chief Operating Officer
612-457-0070
