X3 Holdings CEO Gains 53.7% Voting Control

X3 Holdings Co., Ltd. filed an amended beneficial ownership report showing that co-Chief Executive Officer Stewart Lor, through his wholly owned British Virgin Islands entity Hogstream International Ltd., controls a majority of the company’s voting power.

Rhea-AI Filing Summary

X3 Holdings Co., Ltd. filed an amended beneficial ownership report showing that co-Chief Executive Officer Stewart Lor, through his wholly owned British Virgin Islands entity Hogstream International Ltd., controls a majority of the company’s voting power. Hogstream holds 4,610,365 Class B ordinary shares, equal to 16.23% of the company’s 28,409,794 ordinary shares as of January 23, 2026.

Because each Class B share carries thirty votes, these holdings represent about 53.70% of X3 Holdings’ total voting power, giving Lor effective control over shareholder decisions. On January 5, 2026, the issuer granted 4,500,000 Class B shares to Hogstream as equity-based rewards for services in fiscal 2025, with no cash consideration paid. The filing notes that over the next 12 months the reporting persons may buy or sell additional securities depending on conditions.

Positive

• None.

Negative

• Control concentration: Super-voting Class B shares give co-CEO Stewart Lor, via Hogstream, approximately 53.70% of X3 Holdings’ total voting power while representing only 16.23% of outstanding ordinary shares, significantly concentrating governance control in one insider.

Insights

Corporate governance analyst

Super-voting grant gives the CEO over half of X3’s voting power.

The filing shows that Hogstream International Ltd., wholly owned by co-CEO Stewart Lor, holds 4,610,365 Class B ordinary shares, equal to 16.23% of X3 Holdings’ 28,409,794 ordinary shares as of January 23, 2026. Because each Class B share carries thirty votes, this stake represents about 53.70% of the company’s total voting power, effectively giving Lor control over outcomes at shareholder meetings.

A key driver of this shift is the issuance on January 5, 2026 of 4,500,000 Class B shares to Hogstream as equity-based rewards for services in fiscal year ended December 31, 2025, with no monetary consideration. That award, combined with previously issued Class B shares, consolidates voting power in a single insider while leaving economic ownership at a lower level.

From an investor perspective, concentrated voting control can influence decisions on matters such as director elections, major transactions and capital structure changes. The filing also states the reporting persons may acquire or dispose of securities over the next twelve months depending on business performance and market conditions, so future disclosures could further clarify how insider ownership evolves.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many X3 Holdings (XTKG) shares do the reporting persons beneficially own?

The reporting persons, Hogstream International Ltd. and co-CEO Stewart Lor, beneficially own 4,610,365 Class B ordinary shares of X3 Holdings Co., Ltd. as of January 23, 2026.

What percentage of X3 Holdings’ voting power does Stewart Lor control?

Through Hogstream International Ltd., of which he is the sole shareholder, Stewart Lor controls approximately 53.70% of X3 Holdings’ total voting power based on the Class B shares’ thirty votes per share.

What is the economic ownership percentage of the reporting persons in X3 Holdings (XTKG)?

The 4,610,365 Class B ordinary shares held through Hogstream represent 16.23% of X3 Holdings’ 28,409,794 ordinary shares outstanding as of January 23, 2026.

How did Hogstream International Ltd. acquire the 4,500,000 Class B shares in X3 Holdings?

On January 5, 2026, X3 Holdings issued 4,500,000 Class B ordinary shares to Hogstream as equity-based rewards for services rendered by Stewart Lor during the fiscal year ended December 31, 2025, with no monetary consideration paid.

What is the voting difference between X3 Holdings’ Class A and Class B ordinary shares?

Each Class A ordinary share carries one vote, while each Class B ordinary share carries thirty votes on all matters subject to shareholder vote at general meetings.

Can the reporting persons change their X3 Holdings (XTKG) position in the near term?

Yes. The filing states that, over the next 12 months, the reporting persons may acquire additional securities, dispose of some or all of their shares, or engage in other transactions depending on market conditions and the issuer’s performance.

Who are the reporting persons in this X3 Holdings Schedule 13D/A filing?

The reporting persons are Hogstream International Ltd., a British Virgin Islands company, and Stewart Lor, a United States citizen and Co-Chief Executive Officer of X3 Holdings Co., Ltd.

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Accepted by SEC EDGAR 01/23/2026 - 04:46 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

X3 Holdings Co., Ltd.

(Name of Issuer)

Class A ordinary shares, par value US$0.00003 per share

(Title of Class of Securities)

G72007142

(CUSIP Number)

Stewart Lor
Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue
Singapore, U0, 536464
65.8067.3103

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G72007142

1

Name of reporting person

Hogstream International Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,610,365.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,610,365.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,610,365.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.23 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1.The amount in roll 11 represents (i) 4,500,000 Class B ordinary shares, $0.00003 par value per share, issued on January 5, 2026 and (ii) 110,365 Class B ordinary shares issued on June 18, 2025 (after giving effect to a 6-to-1 reverse stock split of 662,195 Class B ordinary shares effectuated on December 30, 2025), for a total of 4,610,365 Class B ordinary shares held by Hogstream International Ltd., a British Virgin Islands company, representing approximately 53.70% of the Issuer's total voting power. 2. The calculation of the percentage in row 13 is based on a total of 28,409,794 Ordinary Shares of the Issuer issued and outstanding as of January 23, 2026, comprising 20,507,763 Class A ordinary shares and 7,902,031 Class B ordinary shares, as reported by the Company. 3. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to thirty votes on all matters subject to shareholder vote at general meetings.

SCHEDULE 13D

CUSIP No. G72007142

1

Name of reporting person

Stewart Lor

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,610,365.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,610,365.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,610,365.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.23 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

1.The amount in row 11 represents 4,610,365 Class B ordinary share held by Hogstream International Ltd., a British Virgin Islands company, of which Stewart is the sole shareholder and therefore Stewart maintains the sole voting and dispositive control over the shares reported, representing approximately 53.70% of the Issuer's total voting power. 2. The calculation is based on a total of 28,409,794 Ordinary Shares of the Issuer issued and outstanding as of January 23, 2026, comprising 20,507,763 Class A ordinary shares and 7,902,031 Class B ordinary shares, as reported by the Company. 3. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to thirty votes on all matters subject to shareholder vote at general meetings.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value US$0.00003 per share
(b)	Name of Issuer: X3 Holdings Co., Ltd.
(c)	Address of Issuer's Principal Executive Offices: Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore, SINGAPORE , 536464.
Item 1 Comment: This statement on Schedule 13D/A ("Schedule 13D/A") relates to the issued and outstanding (1) Comment: 20,507,763 Class A ordinary shares, US$0.00003 par value per share; and (2) 7,902,031 Class B ordinary shares, US$0.00003 par value per share (collectively, the "Ordinary Shares"), of X3 HOLDINGS CO., LTD. as of January 23, 2026, a company organized under the laws of the Cayman Islands (the "Company" or "Issuer"), whose principal executive offices are located at Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore, 536464.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is filed on behalf of Stewart Lor ("Stewart") and Hogstream International Ltd. ("Hogstream") (collectively referred to as the "Reporting Persons"). Hogstream directly holds 4,610,365 Ordinary Shares of the Issuer, and Stewart, as the sole shareholder of Hogstream, is deemed the beneficial owner of these shares under Rule 13d-3 of the Act, and retains sole voting and dispositive power over them.
(b)	Stewart is the Co-Chief Executive Officer of the Company, whose principal business address is c/o X3 HOLDINGS CO., LTD., Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore 536464. Hogstream's principal address is Sertus Incorporation (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastsky Building, Road Town, Tortola, British Virgin Islands. Stewart is a citizen of the United States of America, while Hogstream is a company incorporated in the British Virgin Islands.
(c)	During the last five years, the Reporting Persons had not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
	On January 5, 2026, the Issuer issued 4,500,000 Class B ordinary shares to Hogstream, a British Virgin Islands company wholly owned by Stewart, the Co-Chief Executive Officer of the Issuer, for Stewart's benefit as equity-based rewards for outstanding services rendered during the fiscal year ended December 31, 2025, which is approved by the board of the directors of the Company on January 5, 2026. The shares are held indirectly by Stewart through Hogstream. No monetary consideration was paid for the issuance of these shares.
Item 4.	Purpose of Transaction
	The Class B ordinary shares ("Shares") acquired by the Reporting Persons represent equity-based rewards awarded to Stewart, the Issuer's Co-Chief Executive Officer, in recognition of his contributions to the Issuer's achievement of key operational milestones, capital financing activities, and corporate transformation initiatives. Depending on market conditions, the Issuer's business performance, or other factors, the Reporting Persons may, from time to time over the next 12 months, acquire additional securities of the Issuer, dispose of some or all of the Shares, or engage in other transactions. Except as set forth in this Item 4, the Reporting Persons does not have any current plans or proposals which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
Item 5.	Interest in Securities of the Issuer
(a)	As of January 23, 2026, the Reporting Persons own an aggregate of 4,610,365 Ordinary Shares, representing approximately 53.70% of the Issuer's total voting power. This calculation is based on (a) 4,610,365 Class B ordinary shares (each carrying 30 votes per share), totaling 138,310,950 votes; and (b) 28,409,794 Ordinary Shares issued and outstanding as of January 23, 2026 (including 20,507,763 Class A ordinary shares and 7,902,031 Class B ordinary shares (each carrying 30 votes per share), totaling 257,568,693 votes.
(b)	With respect to beneficial ownership, (1) Stewart owns 4,610,365 Ordinary Shares (53.70% of voting power) through Hogstream, his wholly-owned entity. Stewart has sole voting and dispositive power over these shares pursuant to Rule13d-3; and (2) Hogstream owns 4,610,365 Ordinary Shares (53.70% of voting power). As the sole equity owner of Hogstream, Stewart is deemed to control and/or have disposition rights and voting rights over such votes.
(c)	Other than the issuance of 4,500,000 Class B ordinary shares to Hogstream on January 5, 2026, the Reporting Persons have not effected any transactions in the Issuer's Ordinary Shares during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as described above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Company including, but not limited to, the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	A joint filing agreement by both of the Reporting Persons is attached as Exhibit 99.1.

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.

Hogstream International Ltd.

Signature:	/s/ Stewart Lor
Name/Title:	Stewart Lor/Director, Chief Executive Officer
Date:	01/23/2026

Stewart Lor

Signature:	/s/ Stewart Lor
Name/Title:	Stewart Lor
Date:	01/23/2026