Sponsor of X3 Acquisition (XCBEU) buys 5M private warrants for $5M

Rhea-AI Filing Summary

X3 Acquisition Management LLC, a 10% owner of X3 Acquisition Corp. Ltd., reported buying 5,000,000 private placement warrants on January 22, 2026. Each warrant allows the purchase of one Class A ordinary share at $11.50 per share, subject to adjustment. The sponsor paid $1.00 per warrant, for a total of $5,000,000, under a Private Placement Warrants Purchase Agreement dated January 20, 2026. The warrants become exercisable 30 days after the completion of the company’s initial business combination and expire five years after that business combination, or earlier if the company redeems them or liquidates. After this transaction, the sponsor directly holds 5,000,000 derivative securities.

Insights

SPAC and equity capital markets analyst

Sponsor commits $5M to X3 Acquisition via 5M private warrants.

X3 Acquisition Management LLC, the sponsor and a 10% owner of X3 Acquisition Corp. Ltd., purchased $5,000,000 of private placement warrants, totaling 5,000,000 derivative securities. Each warrant is exercisable into one Class A ordinary share at $11.50, giving the sponsor a levered way to participate in any post‑combination share value above that level.

The warrants were bought at $1.00 per warrant and become exercisable 30 days after completion of the initial business combination, then expire five years after that business combination or earlier upon redemption or liquidation. This timing means the warrants only have value if a business combination closes and the shares trade strongly enough to make exercise attractive.

Because these are private placement warrants held directly by the sponsor, future disclosures around the initial business combination and any subsequent warrant redemptions or adjustments will determine how much of this derivative position converts into common equity over the five‑year post‑combination window.

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

OMB APPROVAL

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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^*

X3 Acquisition Management LLC

(Last) (First) (Middle)

3033 EXCELSIOR BLVD, SUITE 343

(Street)

MINNEAPOLIS MN 55416

(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)

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

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	D

Explanation of Responses:

1. Reflects the 5,000,000 warrants owned by X3 Acquisition Management LLC, the Issuer's 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 Issuer's sponsor and the Issuer, at $1.00 per warrant for an aggregate purchase price of $5,000,000.

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.

	X3 Acquisition Management LLC By: X Cubed Capital Management LLC, managing member By: /s/ Andrew Redleaf Name: Andrew Redleaf Title: Authorized Person	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did X3 Acquisition Management LLC report in this Form 4 for XCBEU?

The filing shows X3 Acquisition Management LLC, a 10% owner of X3 Acquisition Corp. Ltd., bought 5,000,000 private placement warrants on January 22, 2026.

What do the X3 Acquisition private placement warrants allow the holder to buy?

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 paid $1.00 per warrant under a Private Placement Warrants Purchase Agreement dated January 20, 2026, for an aggregate purchase price of $5,000,000.

When do the X3 Acquisition Corp. Ltd. private placement warrants become exercisable?

The warrants become exercisable 30 days after the completion of the issuer's initial business combination, according to the filing.

When do the X3 Acquisition private placement warrants expire?

The warrants expire five years after the completion of the initial business combination, or earlier if they are redeemed or the company is liquidated.

How many derivative securities does the X3 Acquisition sponsor own after this transaction?

After the reported purchase, the sponsor directly owns 5,000,000 derivative securities in the form of private placement warrants.