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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
26, 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 No.) |
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
3.02. Unregistered Sales of Equity Securities.
The
information included in Item 8.01 is incorporated into this Item by reference.
Item
8.01. Other Events.
As
previously disclosed on a Current Report on Form 8-K dated January 22, 2026, X3 Acquisition Corp. Ltd. (the “Company”) consummated
its initial public offering (the “IPO”) 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 (“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 a price of $10.00 per Unit, generating aggregate gross proceeds to
the Company of $200,000,000. The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover
over-allotments, if any.
As
also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated a private placement
(the “Private Placement”) in which X3 Acquisition Management LLC, the Company’s sponsor (the “Sponsor”),
purchased 5,000,000 warrants (the “Private Warrants”) at a price of $1.00 per 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.
On
January 26, 2026, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units (the “Over-Allotment
Option Units”), at a price of $10.00 per unit, generating gross proceeds of $25,000,000. On January 26, 2026, simultaneously with
the sale of the Over-Allotment Option Units, the Company consummated the private placement of an additional 375,000 Private Warrants
to the Sponsor, generating gross proceeds of $375,000. The additional Private Warrants were issued pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, as the transactions did not involve a public offering.
A
total of $225,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private
Placements on January 22, 2026 and January 26, 2026, were placed in a trust account established for the benefit of the Company’s
public shareholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment
option.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Balance Sheet dated January 26, 2026 |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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 30, 2026
| |
X3
Acquisition Corp. Ltd. |
| |
|
|
| |
By: |
/s/
Andrew J. Redleaf |
| |
Name: |
Andrew
J. Redleaf |
|
|
Title: |
Chief
Executive Officer |
