Sponsor of X3 Acquisition (XCBEU) acquires 5M private placement warrants

Rhea-AI Filing Summary

X3 Acquisition Corp. Ltd. reported an indirect purchase of 5,000,000 warrants tied to its Class A ordinary shares by its sponsor, X3 Acquisition Management LLC. According to the disclosure, each warrant allows the holder to buy one Class A ordinary share for $11.50 per share, subject to adjustment. The sponsor bought the warrants in a private placement at $1.00 per warrant under a Private Placement Warrants Purchase Agreement dated January 20, 2026, for an aggregate purchase price of $5,000,000. The warrants become exercisable 30 days after completion of the company’s initial business combination and expire five years after that combination, or earlier upon redemption or liquidation. Chairman and CEO Andrew Redleaf is associated with the sponsor through X Cubed Capital Management LLC and holds voting and investment discretion over the sponsor’s securities, but he disclaims beneficial ownership except for any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

REDLEAF ANDREW

(Last) (First) (Middle)

3033 EXCELSIOR BLVD, SUITE 343

(Street)

MINNEAPOLIS MN 33131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
X3 Acquisition Corp. Ltd. [ XCBE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A Ordinary Shares	$11.5	01/22/2026		P		5,000,000		(2)	(2)	Class A Ordinary Shares	5,000,000	(1)	5,000,000	I	See Footnote(1)

Explanation of Responses:

1. Reflects the 5,000,000 warrants owned by X3 Acquisition Management LLC, the Issuer's sponsor (the "Sponsor"). Each warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The warrants were purchased pursuant to a Private Placement Warrants Purchase Agreement, dated January 20, 2026, by and between the Sponsor and the Issuer, at $1.00 per warrant for an aggregate purchase price of $5,000,000. Andrew Redleaf is the authorized person of X Cubed Capital Management LLC, the managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Redleaf disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

2. The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.

	/s/ Andrew Redleaf	01/22/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did XCBEU report for X3 Acquisition Corp. Ltd.?

The company reported that its sponsor, X3 Acquisition Management LLC, acquired 5,000,000 warrants to purchase Class A ordinary shares in a private placement.

What do the X3 Acquisition Corp. Ltd. warrants reported in the Form 4 allow holders to do?

Each warrant entitles the holder to purchase one Class A ordinary share of X3 Acquisition Corp. Ltd. at an exercise price of $11.50 per share, subject to adjustment.

How much did the X3 Acquisition sponsor pay for the 5,000,000 warrants?

The sponsor purchased the 5,000,000 warrants at $1.00 per warrant, for a total aggregate purchase price of $5,000,000.

When do the XCBEU private placement warrants become exercisable and when do they expire?

The warrants become exercisable 30 days after completion of the initial business combination and expire five years after that business combination, or earlier upon redemption or liquidation.

How is Andrew Redleaf related to the X3 Acquisition warrant holdings?

Andrew Redleaf is the authorized person of X Cubed Capital Management LLC, which is the managing member of the sponsor and holds voting and investment discretion over the sponsor’s securities. He disclaims beneficial ownership of the warrants except to the extent of any pecuniary interest.

Is the 5,000,000-warrant position held directly by Andrew Redleaf?

No. The 5,000,000 warrants are owned by X3 Acquisition Management LLC, the sponsor. The filing shows Mr. Redleaf’s interest as indirect and subject to his beneficial ownership disclaimer.