[6-K] X3 Holdings Co., Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

X3 Holdings Co., Ltd. (NASDAQ: XTKG) filed a Form 6-K disclosing that on 18 June 2025 it issued stock-bonus awards totaling 1,200,000 Class B restricted ordinary shares.

• Recipients: Hogstream International Ltd. (100% owned by Co-CEO Stewart Lor) received 650,000 shares; CFO Yuxia Xu received 550,000 shares.
• Pricing methodology: The award was valued at the lowest closing bid price during the 60-day period from 20 Apr 2025 to 18 Jun 2025, set at $0.6200 per share.
• Governance: The Board approved the issuance. The new Class B shares rank pari passu with existing shares.

The transaction represents routine equity compensation intended to reward 2024 performance and align management incentives, but it also introduces modest dilution and further concentrates ownership in top executives.

Positive

• Management-alignment: Equity awards tie compensation to share performance, potentially incentivising long-term value creation.
• Board approval & transparent pricing: Using a disclosed 60-day low bid price and board authorization supports governance best practices.

Negative

• Dilution risk: Issuing 1.2 million new shares marginally dilutes existing shareholders.
• Concentration of ownership: Additional shares further increase insiders’ voting and economic power, which can raise governance concerns.

Insights

Equity Compensation Analyst

TL;DR – Routine stock bonus; minor dilution, neutral impact on valuation.

The filing authorizes 1.2 million Class B restricted shares—roughly US$744k at the referenced $0.62 pricing—to compensate the Co-CEO and CFO for FY-2024. Because the shares carry the same economic rights as existing stock, ordinary shareholders face incremental dilution; however, without disclosure of current share count or voting structure, the materiality appears limited. The board’s approval and transparent pricing window reduce governance concerns. Overall, the event aligns management incentives but does not materially alter the company’s financial position or strategic trajectory.

 

 

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 June 2025

 

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 ☐

 

 

 

 

 

 

Issuance of Class B Restricted Ordinary Shares as Stock Bonus

 

On June 18, 2025, X3 Holdings Co., Ltd. (the “Company”) has issued (i) 650,000 Class B restricted ordinary shares to Hogstream International Ltd., a company incorporated under the laws of British Virgin Islands, which is 100% held by Mr. Stewart Lor, the Co-Chief Executive Officer of the Company; and (ii) 550,000 Class B restricted ordinary shares to Ms. Yuxia Xu, the Chief Financial Officer of the Company (together with the issuance of Class B restricted ordinary shares to Hogstream International Ltd., collectively referred to as the “issuance of B Shares”), as stock bonuses for the year ended December 31, 2024.

 

The issuance of B Shares was calculated pursuant to the lowest closing bid price for the past 60 calendar days from April 20, 2025 to June 18, 2025, which is $0.6200 per share, all of which will rank pari passu in all respects with all existing shares of the Company. The issuance of B Shares was approved by the board of directors of the Company.

 

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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: June 18, 2025

 

 	X3 HOLDINGS CO., LTD.
 	 	 
 	By:	/s/ Stewart Lor
 	 	Stewart Lor
 	 	Co-Chief Executive Officer

 

 

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FAQ

How many shares did XTKG issue in the June 2025 stock bonus?

X3 Holdings issued 1,200,000 Class B restricted ordinary shares in total.

Who received the new Class B shares from X3 Holdings?

650,000 shares went to Hogstream International Ltd. (owned by Co-CEO Stewart Lor) and 550,000 shares to CFO Yuxia Xu.

What price was used to value X3 Holdings' June 2025 share issuance?

The company used the lowest closing bid price over the past 60 days, set at $0.6200 per share.

Did the board approve the June 2025 stock bonus at X3 Holdings?

Yes, the filing states that the board of directors approved the issuance.

Will the new Class B shares have the same rights as existing X3 Holdings shares?

Yes, they will rank pari passu in all respects with existing shares.