X3 Acquisition (XCBEU) closes $200M SPAC 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, raising gross proceeds of $200,000,000. Each unit includes one Class A ordinary share and one-half redeemable warrant, with each whole warrant exercisable at $11.50 per share. A total of $200,000,000 from the IPO and a concurrent private placement was placed into a trust account, which will be used only for a future business combination or to redeem public shares, generally within 24 months of the IPO closing.

The company also sold 5,000,000 private warrants to its sponsor for $5,000,000. Several independent directors were appointed, board committees were constituted, and an amended and restated memorandum and articles of association was adopted in connection with the IPO.

Positive

• $200,000,000 SPAC IPO proceeds placed in trust, providing substantial capital dedicated to a future business combination under defined protections for public shareholders.
• Additional $5,000,000 from sponsor private warrants strengthens the capital base and ties sponsor upside to warrant and share performance.
• Independent board and committee structure established, with audit and compensation committees formed in connection with the IPO, enhancing governance.

Negative

• 24‑month deadline to complete a business combination, after which public shares are subject to redemption if no deal is completed, creating time pressure on the SPAC’s mandate.

Insights

Capital markets and SPAC structure analyst

X3 Acquisition raises $200M in SPAC IPO and funds trust.

X3 Acquisition Corp. Ltd. completed an IPO of 20,000,000 units at $10.00 each, for gross proceeds of $200,000,000. Each unit bundles one Class A ordinary share with a half-warrant exercisable at $11.50 per share, a typical SPAC structure that offers equity plus upside optionality to investors.

As of January 22, 2026, the company placed $200,000,000 of net proceeds from the IPO and a concurrent private placement into a trust account, including $5,000,000 of deferred underwriting commissions. Trust funds can be released only upon completing an initial business combination, redeeming shares after 24 months from IPO closing if no deal occurs, or in connection with certain shareholder-approved amendments.

The sponsor purchased 5,000,000 private warrants for $5,000,000, aligning sponsor economics with warrant performance. Independent directors and board committees were established, and an amended and restated memorandum and articles of association was adopted on January 20, 2026, formalizing governance and the SPAC’s charter terms.

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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 20, 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 1.01. Entry into a Material Definitive Agreement.

On January 20, 2026, the registration statement on Form S-1 (File No. 333-290299) (as amended, the “Registration Statement”) relating to the initial public offering (the “IPO”) of X3 Acquisition Corp. Ltd., a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities and Exchange Commission (the “SEC”).

On January 22, 2026, the Company consummated its IPO, which consisted of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), 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 to the Company of $200,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement, filed with the SEC:

● Underwriting Agreement, dated January 20, 2026, by and between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the underwriters in the IPO (“Stifel”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference;

● Warrant Agreement, dated January 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference;

● Letter Agreement, dated January 20, 2026, by and among the Company, X3 Acquisition Management LLC (the “Sponsor”) and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference;

● Investment Management Trust Agreement, dated January 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference;

● Registration Rights Agreement, dated January 20, 2026, by and among the Company, the Sponsor and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference;

● Private Placement Warrants Purchase Agreement, dated January 20, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference;

● Indemnity Agreement, dated January 20, 2026, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference; and

● Administrative Services Agreement, dated January 20, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

As of January 22, 2026, a total of $200,000,000 of the net proceeds from the IPO and the Private Placement (as defined below), which amount included $5,000,000 in deferred underwriting commissions, was deposited into a trust account established for the benefit of the Company’s public shareholders maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

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Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company consummated a private placement (the “Private Placement”) of an aggregate of 5,000,000 private warrants (the “Private Warrants”) to 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.

The Private Warrants are identical to the public warrants sold as part of the Units in the IPO, except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, the holders of the Private Warrants agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders of the Private Warrants were granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants and the underlying securities.

The Private Warrants were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 20, 2026, in connection with the IPO, William N. Goetzmann, David H. Lui, Nicholas H. Smith, and Jeffry H. von Gillern were appointed to the board of directors of the Company (the “Board”). William N. Goetzmann, David H. Lui, Nicholas H. Smith, and Jeffry H. von Gillern are independent directors. Effective January 20, 2026, David H. Lui, Jeffry H. von Gillern and Nicholas H. Smith were appointed to the Board’s Audit Committee (with Mr. Lui serving as chair of the Audit Committee); and William N. Goetzmann, Jeffry H. von Gillern and Nicholas H. Smith were appointed to the Compensation Committee (with Mr. Goetzmann serving as chair of the Compensation Committee).

Following the appointment of William N. Goetzmann, David H. Lui, Nicholas H. Smith, and Jeffry H. von Gillern, the Board is comprised of three classes. The term of office of the first class of directors, consisting of Chris Bemis and Jeffry H. von Gillern, will expire at the Company’s first annual meeting of shareholders. The term of office of the second class of directors, consisting of Toby Maitland Hudson and Nicholas H. Smith, will expire at the Company’s second annual meeting of shareholders. The term of office of the third class of directors, consisting of Andrew J. Redleaf, William N. Goetzman and David H. Lui will expire at the Company’s third annual meeting of shareholders.

On January 20, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.5, herewith.

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The foregoing descriptions of the Letter Agreement and the Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and Indemnity Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.5, respectively, and are incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On January 20, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01. Other Events.

On January 20, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On January 22, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

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Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 20, 2026, by and between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the underwriters
3.1		Amended and Restated Memorandum and Articles of Association
4.1		Warrant Agreement, dated January 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent
10.1		Letter Agreement, dated January 20, 2026, by and among the Company, X3 Acquisition Management LLC and the officers and directors of the Company
10.2		Investment Management Trust Agreement, dated January 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee
10.3		Registration Rights Agreement, dated January 20, 2026, by and among the Company, X3 Acquisition Management LLC and certain security holders of the Company
10.4		Private Placement Warrants Purchase Agreement, dated January 20, 2026, by and between the Company and X3 Acquisition Management LLC
10.5		Indemnity Agreement, dated January 20, 2026, by and between the Company and each of the officers and directors of the Company
10.6		Administrative Services Agreement, dated January 20, 2026, by and between the Company and X3 Acquisition Management LLC
99.1		Press Release Dated January 20, 2026
99.2		Press Release Dated January 22, 2026
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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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 22, 2026
	X3 Acquisition Corp. Ltd.
	By:	/s/ Andrew J. Redleaf
	Name:	Andrew J. Redleaf
	Title:	Chief Executive Officer

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FAQ

What did X3 Acquisition Corp. Ltd. (XCBEU) raise in its IPO?

The company completed an IPO of 20,000,000 units at $10.00 per unit, generating $200,000,000 in gross proceeds.

What is included in each X3 Acquisition (XCBEU) unit?

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at $11.50 per share, subject to adjustment.

How much money did X3 Acquisition place into its SPAC trust account?

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

What are the conditions for releasing X3 Acquisition’s trust funds?

Trust funds will be released upon the earliest of completion of the initial business combination, redemption of public shares if no combination is completed within 24 months from IPO closing, or redemption in connection with certain shareholder-approved amendments to its memorandum and articles of association.

What private warrants did X3 Acquisition’s sponsor purchase?

The sponsor bought 5,000,000 private warrants at $1.00 per warrant in a private placement, for total proceeds of $5,000,000. Each private warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share and carries specified registration rights and transfer restrictions.

Who joined the X3 Acquisition (XCBEU) board in connection with the IPO?

On January 20, 2026, William N. Goetzmann, David H. Lui, Nicholas H. Smith, and Jeffry H. von Gillern were appointed as independent directors. They also joined the audit and compensation committees, with Mr. Lui chairing the audit committee and Mr. Goetzmann chairing the compensation committee.

Did X3 Acquisition change its governing documents for the IPO?

Yes. On January 20, 2026, the company adopted an Amended and Restated Memorandum and Articles of Association in connection with the IPO, as described in and incorporated from its registration statement.