X3 Holdings Co., Ltd. SEC Filings

X3 Holdings Co., Ltd. files its 2025 Form 20-F as a Cayman Islands holding company listed on the NASDAQ Capital Market. The report covers China-based software and technology services, with 533,637 Class A and 202,031 Class B ordinary shares outstanding as of December 31, 2025 after a 30‑to‑1 share consolidation.

The filing highlights heavy reliance on a small customer base, with individual customers contributing significant portions of annual revenue and accounts receivable, many tied to government-related projects that can pay slowly. It warns of economic cyclicality, pricing pressure, long implementation cycles, international expansion risks and high dependence on key employees.

X3 Holdings also discusses newer businesses such as BaaS (blockchain‑as‑a‑service), AI‑driven gaming and bitcoin exposure, all described as subject to market immaturity, regulatory uncertainty, technology, cybersecurity and legal risks. The company’s audited consolidated financial statements for 2023‑2025 are prepared in U.S. dollars, using Renminbi as functional currency with an illustrative RMB6.9931 to USD1.00 rate.

X3 Holdings is implementing a 30-for-1 consolidation of its Class A ordinary shares. Every 30 existing Class A shares will be combined into one share, effective for trading on Nasdaq from March 5, 2026.

After the consolidation, issued and outstanding Class A shares will decrease from 54,238,270 to approximately 1,807,943, and par value will change from $0.00003 to $0.0009 per share. The company states that this move is intended to increase the market price per share and help maintain its Nasdaq Capital Market listing, with no fractional shares issued and holders rounded up to the next whole share.

X3 Holdings Co., Ltd. Schedule 13G reports that Streeterville Capital LLC beneficially owns 2,048,722 Class A Ordinary Shares, representing 9.99% of the class. The filing ties that percentage to February 4, 2026, when the issuer had 20,507,735 shares outstanding per a Form 424B5. The ownership arises from rights under a convertible promissory note that are contractually capped at 9.99%. Streeterville Management LLC is the manager of Streeterville Capital LLC, and John M. Fife is identified as the sole member of Streeterville Management LLC.

X3 Holdings Co., Ltd. announced leadership and board changes. On February 12, 2026, Ee Fong Voon resigned as an executive director and co-chief executive officer, and Philip Tao Qiu resigned as an independent director and committee member, both citing personal reasons and no disagreements over company operations or policies.

To fill these roles, the board appointed Yuxia Xu as an executive director and Haoqing Su as an independent director, effective February 13, 2026. Xu also chairs the compensation committee and serves on the nominating and audit committees. Su has been determined independent under Nasdaq rules. The company states there are no family relationships or related-party transactions involving them.

X3 Holdings Co., Ltd. reported that Nasdaq has issued a determination letter to delist the company’s securities from The Nasdaq Capital Market after its share price stayed below $1 for 32 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2) on minimum bid price.

The company had previously carried out a one-for-six reverse stock split on December 30, 2025, which under Nasdaq Listing Rule 5810(c)(3)(A)(iv) makes it ineligible for a new 180‑day grace period. Nasdaq’s letter states that, absent an appeal, trading would be suspended on February 19, 2026 and a Form 25‑NSE would be filed to remove the securities from listing and registration.

X3 Holdings has requested a hearing before a Nasdaq Hearings Panel, which stays the suspension and delisting process while the Panel considers the matter. The company is evaluating options to regain compliance but warns there is no assurance that an appeal or any remedial steps will succeed.

X3 Holdings Co., Ltd. reported that all resolutions at its annual general meeting held on February 9, 2026 were approved. A key item was a share consolidation intended to help the company regain compliance with Nasdaq Marketplace Rule 5550(a)(2) on minimum share price.

After the share consolidation, each shareholder’s percentage ownership is expected to remain effectively the same, aside from minor changes from handling fractional shares. No fractional shares will be issued; instead, any fractional amounts will be redeemed for cash at fair value based on the first post-consolidation closing price.

Shareholders holding shares electronically through brokerage accounts do not need to take any action, as the consolidation will be reflected automatically in their accounts. The full text of the approved resolutions is available in the company’s meeting notice and on its website.

X3 Holdings Co., Ltd. is registering up to US$50,000,000 of Class A Ordinary Shares under a new equity purchase agreement with Hudson Global Ventures. The company may sell shares to Hudson at its discretion over an approximately 24‑month commitment period, with each draw sized and priced off recent Nasdaq trading levels at a discount.

The agreement also covers 1,023,337 commitment shares and up to 500,000 true-up shares issued to Hudson as consideration. Based on a reference price of US$0.2125 per share, X3 estimates it could issue 235,294,118 new Class A shares, which would raise total Class A shares outstanding from 20,507,735 to 255,801,881 if the facility were fully utilized at that price. Net proceeds are earmarked primarily for working capital and general corporate purposes.

X3 is a Cayman Islands holding company whose operations are conducted through subsidiaries, mainly in China, across digital trade platforms, cryptomining, renewable energy, and agriculture technologies. The structure exposes investors to PRC legal, regulatory, capital‑controls and HFCAA-related risks that could affect operations, limit cash transfers, constrain overseas offerings, or lead to delisting, and the company does not expect to pay cash dividends in the foreseeable future.

X3 Holdings Co., Ltd. has entered into a definitive equity purchase agreement with Hudson Global Ventures, LLC that allows the company, during a 24‑month commitment period, to sell up to $50,000,000 of newly issued Class A ordinary shares. In addition, X3 Holdings is issuing 1,023,337 ordinary shares to the investor as consideration for this commitment.

The company states it will receive gross proceeds of $50.0 million from this offering before expenses. The shares are being issued under a prospectus supplement dated February 2, 2026, as a takedown from X3 Holdings’ effective shelf registration statement on Form F‑3. The agreement includes customary representations, indemnities, pricing based on a discount to recent trading prices, and a 4.99% beneficial ownership cap, and restricts certain other variable‑rate financings for specified periods.

X3 Holdings Co., Ltd. executive Yuxia Xu filed Amendment No. 1 to a Schedule 13D reporting beneficial ownership of 3,291,666 Class B ordinary shares of the company. This represents 11.59% of the issuer’s 28,409,794 ordinary shares outstanding as of January 23, 2026, and approximately 38.34% of the company’s total voting power, reflecting the super‑voting rights of Class B shares.

On January 5, 2026, the issuer granted Ms. Xu 3,200,000 Class B ordinary shares as equity-based rewards for services rendered in the fiscal year ended December 31, 2025, with no monetary consideration paid and approval by the board of directors. The filing states she may acquire or dispose of issuer securities over the next 12 months depending on conditions, and that she currently has no specific plans for corporate actions such as mergers, major asset sales, or control changes.