UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-38851
X3 HOLDINGS CO., LTD.
(Translation of Registrant’s name into English)
Suite 412, Tower A, Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464
(Address of Principal Executive Office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
EXPLANATORY NOTE
On February 10, 2026, the board of directors (the
“Board”) of X3 Holdings Co., Ltd.(the “Company”) approved a share consolidation (the “Share
Consolidation”) of the Company’s Class A ordinary shares (the “Class A Shares”) at a ratio of 30-to-1
so that every 30 shares (or part thereof) are combined into one (1) share (with the fractional shares rounding up to the next whole share).
The Board had sole discretion to implement the Share Consolidation under the authority granted by the annual general meeting resolution
approved by the shareholders of the Company on February 9, 2026. The Class A Shares are expected to begin trading on the Nasdaq Stock
Market on a post Share Consolidation basis on March 5, 2026. As a result of the Share Consolidation, the par value of the Class A Shares
will be changed from $0.00003 per share to $0.0009 per share, and the issued and outstanding Class A shares will be reduced from 54,238,270
to approximately 1,807,943.
As of February 25, 2025, the issued and outstanding
ordinary shares of the Company were 54,238,270 Class A ordinary shares (pre-consolidation) and 7,902,031 Class B ordinary shares.
On February 26, 2026, the Company issued a press
release announcing the Share Consolidation. A copy of the press release is attached hereto as Exhibit 99.1.
INCORPORATION BY REFERENCE
This Form 6-K and the exhibit thereto, including
any amendment and report filed for the purpose of updating such document, shall be deemed to be incorporated by reference into each of
(i) the registration statement on
Form F-3, (File No. 333-279954), of the Company and (ii) the registration statement on Form
S-8 of the Company dated January 7, 2026, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
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Description |
| 99.1 |
|
Press Release - X3 Holdings Announces Share Consolidation |
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 26, 2026
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X3 HOLDINGS CO., LTD. |
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By: |
/s/ Stewart Lor |
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Stewart Lor |
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Chief Executive Officer |
Exhibit 99.1
X3 Holdings Announces Share Consolidation
Singapore, Feb. 26, 2026 /PRNewswire/ —
X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the “Company” or “XTKG”), a global provider of digital solutions
and technology services spanning diverse industries, today announced that the board of directors approved a consolidation of its Class
A ordinary shares on a thirty-to-one basis (the “Share Consolidation”). The Company’s Class A shares are expected
to begin trading on a post consolidation basis on March 5, 2026.
As a result of the Share Consolidation, each thirty
(30) pre-consolidation Class A shares of the Company will be automatically combined into one (1) Class A share, without any action on
the part of the holders, with par value of the Class A shares of the Company being changed from $0.00003 per share to $0.0009 per share,
and the Company’s issued and outstanding Class A shares will be reduced from 54,238,270 to approximately 1,807,943. The Company’s
Class A shares will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “XTKG” under
a new CUSIP number – G72007159. The Share Consolidation is intended to increase the market price per share of the Company’s
Class A shares to allow the Company to maintain its Nasdaq listing.
No fractional shares will be issued as a result
of the Share Consolidation. Shareholders who otherwise would be entitled to a fractional share because they hold a number of Class A shares
not evenly divisible by thirty will automatically be entitled to receive an additional share of the Company’s Class A sharess.
The Company’s transfer agent, Transhare
Corporation, will act as the exchange agent. Adjustments made to Class A shares represented by physical stock certificates can be made
upon surrender of the certificate to the transfer agent.
As of February 25, 2025, the issued and outstanding
ordinary shares of the Company were 54,238,270 Class A ordinary shares (pre-consolidation) and 7,902,031 Class B ordinary shares.
About X3 Holdings
X3 Holdings Co., Ltd. (Nasdaq: XTKG) is a global
provider of digital solutions and technology services spanning diverse industries. The Company is operating across diversified business
segments in digital technologies, cryptomining operations, renewable energy and agriculture technologies. X3 Holdings is headquartered
in Singapore with subsidiaries and operations globally. For additional information, please visit www.x3holdings.com.
Safe Harbor Statement
This press release contains forward-looking statements.
Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements that are other than statements of historical facts. These statements include, among others, statements
regarding the Company’s plans to regain compliance with the minimum bid price requirement. The Company’s actual results may
differ materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. The reports
filed by the Company with the Securities and Exchange Commission discuss these and other important factors and risks that may affect the
Company’s business, results of operations and financial conditions. For these reasons, among others, investors are cautioned not
to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Corporate Investor Relations
Email: ir@x3holdings.com
Website: www.x3holdings.com
