X3 Acquisition Management LLC, the sponsor of X3 Acquisition Corp. Ltd., and Andrew J. Redleaf have filed a Schedule 13G reporting beneficial ownership of 5,750,000 Ordinary Shares. These consist of 5,750,000 Class B ordinary shares that are convertible into Class A ordinary shares on a one-for-one basis upon completion of a business combination or earlier at the holder’s option, subject to possible adjustments in the company’s governing documents. This position represents 22.3% of the Ordinary Shares, based on 25,750,000 Ordinary Shares outstanding. Mr. Redleaf controls the sponsor’s managing member and has voting and investment discretion over the shares held by the sponsor, while disclaiming beneficial ownership beyond his pecuniary interest.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
X3 Acquisition Corp. Ltd.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G9831H101
(CUSIP Number)
01/20/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G9831H101
1
Names of Reporting Persons
X3 Acquisition Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,750,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,750,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
22.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: 5,750,000 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consist of 5,750,000 Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares" ), which are convertible into Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares" and together with the Class B Ordinary Shares, the "Ordinary Shares") on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association.
SCHEDULE 13G
CUSIP No.
G9831H101
1
Names of Reporting Persons
Andrew J. Redleaf
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,750,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,750,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
22.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: 5,750,000 Ordinary Shares (defined below) reported in Items 5, 7 and 9 consist of 5,750,000 Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares" ), which are convertible into Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares" and together with the Class B Ordinary Shares, the "Ordinary Shares") on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. Andrew J. Redleaf controls X Cubed Capital Management LLC, the managing member of the Sponsor and holds voting and investment discretion with respect to the Ordinary Shares 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.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
X3 Acquisition Corp. Ltd.
(b)
Address of issuer's principal executive offices:
3033 Excelsior Blvd, Suite 343, Minneapolis, MN 55416
Item 2.
(a)
Name of person filing:
(i) X3 Acquisition Management LLC (the "Sponsor") and (ii) Andrew J. Redleaf. The Sponsor and Mr. Redleaf have entered into a Joint Filing Agreement, dated the date hereof, pursuant to which the Sponsor and Mr. Redleaf have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Sponsor and Mr. Redleaf are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares reported herein.
(b)
Address or principal business office or, if none, residence:
(i) X3 Acquisition Management LLC - Delaware (ii) Andrew J. Redleaf - United States
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G9831H101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
5,750,000 Ordinary Shares consisting of 5,750,000 Class B Ordinary Shares which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. Andrew J. Redleaf controls X Cubed Capital Management LLC, the managing member of the Sponsor and holds voting and investment discretion with respect to the Ordinary Shares 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.
(b)
Percent of class:
22.3% (based on 25,750,000 Ordinary Shares outstanding as of the date hereof).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
5,750,000 Ordinary Shares consisting of 5,750,000 Class B Ordinary Shares which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. Andrew J. Redleaf controls X Cubed Capital Management LLC, the managing member of the Sponsor and holds voting and investment discretion with respect to the Ordinary Shares 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.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
5,750,000 Ordinary Shares consisting of 5,750,000 Class B Ordinary Shares which are convertible into Class A Ordinary Shares on a one-for-one basis upon the consummation of a business combination or earlier at the option of the holder, subject to adjustment as described in the Issuer's amended and restated memorandum and articles of association. Andrew J. Redleaf controls X Cubed Capital Management LLC, the managing member of the Sponsor and holds voting and investment discretion with respect to the Ordinary Shares 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.
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
X3 Acquisition Management LLC
Signature:
/s/ Andrew J. Redleaf
Name/Title:
Authorized Signatory
Date:
01/23/2026
Andrew J. Redleaf
Signature:
/s/ Andrew J. Redleaf
Name/Title:
Andrew J. Redleaf
Date:
01/23/2026
Exhibit Information
Exhibit 1. Joint Filing Agreement pursuant to Rule 13d-1(k)
