[SCHEDULE 13D] X3 Holdings Co., Ltd. SEC Filing

Rhea-AI Filing Summary

On 18 June 2025, X3 Holdings Co., Ltd. (NASDAQ: XTKG) filed a Schedule 13D disclosing that its Chief Financial Officer and Chief Operating Officer, Ms. Yuxia Xu, received 550,000 Class B ordinary shares as equity compensation for FY-2024. The shares were issued directly by the company with no cash consideration, classifying the source of funds as “OO”.

The newly issued shares represent 1.48 % of the company’s total 37,258,859 ordinary shares outstanding, but—because Class B stock carries higher voting rights—translate into approximately 22.8 % of the issuer’s aggregate voting power. Within the Class B share class alone, Ms. Xu now controls roughly 45 % (550,000 of 1,212,195 shares), triggering beneficial-owner reporting obligations under Section 13(d).

The purpose of the award is to incentivise and retain a key executive who has overseen capital markets activity and corporate transformation initiatives. Ms. Xu may increase, decrease or dispose of her holdings over the next 12 months depending on market and company conditions. Beyond possible future open-market transactions, the filing states that the reporting person currently has no plans related to mergers, asset sales, recapitalisations or other corporate actions enumerated in Item 4 of Schedule 13D.

For investors, the economic dilution is modest (<1.5 %), yet the shift in voting concentration heightens corporate-governance considerations, especially given the dual-class structure. No financial performance metrics, earnings data or major cash outflows are associated with this filing.

Positive

• Key executive retention: Equity award aligns CFO/COO incentives with shareholder interests, supporting operational continuity.
• Minimal economic dilution: New shares increase total outstanding by only 1.48 %, limiting impact on EPS and book value.

Negative

• Concentrated voting power: CFO now controls roughly 22.8 % of total votes, elevating corporate-governance risk for minority shareholders.
• New share issuance: Although small, the additional shares marginally dilute existing equity holders.

Insights

Corporate Governance Expert

TL;DR: Dual-class award concentrates 22.8 % voting power with CFO; modest dilution, elevated governance risk.

The issuance of 550,000 Class B shares to Ms. Xu hands a single executive nearly a quarter of total voting rights while adding only 1.48 % to the share count. Such disparity between economic and voting interests is common in dual-class structures but can weaken minority-shareholder influence over strategic decisions, board elections and potential change-of-control events. Although the filing contains no immediate plans for corporate actions, investors should monitor future governance proposals and any subsequent share issuances that could further entrench insider control.

Portfolio Manager

TL;DR: Small dilution, bigger say for CFO; limited near-term valuation impact.

From a portfolio standpoint, the 1.48 % share dilution is immaterial to per-share metrics. The award strengthens executive alignment and may support continuity through ongoing capital-market initiatives. However, the enlarged voting block introduces a non-quantitative risk factor—reduced governance leverage for public investors—which could warrant a modest discount in relative valuation multiples versus single-class peers. Overall, I view the disclosure as neutral for fundamentals but worth flagging for proxy-season debates.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

X3 HOLDINGS CO., LTD.

(Name of Issuer)

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

(Title of Class of Securities)

G72007134

(CUSIP Number)

Yuxia Xu
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)

06/18/2025

(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. G72007134

1

Name of reporting person

Yuxia Xu

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 550,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 550,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

550,000.00

12

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

13

Percent of class represented by amount in Row (11)

1.48 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1). The amount in row 11 represents 550,000 Class B ordinary shares, $0.00003 par value per share, held by Ms. Yuxia Xu, representing approximately 22.8% of the Issuer's total voting power. (2).The calculation of the percentage in row 13 is based on the 37,258,859 Ordinary Shares issued and outstanding by the Company as of June 20, 2025, comprising 36,046,664 Class A ordinary shares and 1,212,195 Class B ordinary shares, as reported by the Company.

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 ("Schedule 13D") relates to the issued and outstanding (1) 36,046,664 Class A ordinary shares, US$0.00003 par value per share; and (2) 1,212,195 Class B ordinary shares, US$0.00003 par value per share (collectively, the "Ordinary Shares"), of X3 HOLDINGS CO., LTD. as of June 20, 2025, 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)	Name & Citizenship: Ms. Xu is a citizen of the People's Republic of China.
(b)	Residence or business address: The business address of Ms. Xu is Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore, 536464.
(c)	Principal business of each reporting person and address: Ms. Xu is the Chief Financial Officer and Chief Operating Officer of the Issuer.
(d)	During the last five years, the Reporting Person 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.
(e)	During the last five years, the Reporting Person 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.
(f)	People's Republic of China
Item 3.	Source and Amount of Funds or Other Consideration
	On June 18, 2025, the Issuer issued 550,000 Class B ordinary shares to Ms. Xu, the Chief Financial Officer and Chief Operating Officer of the Issuer, for Ms. Xu's as equity-based rewards for outstanding services rendered during the fiscal year ended December 31, 2024. 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 Ms. Xu represent equity-based rewards awarded to the Ms. Xu, the Issuer's Chief Financial Officer and Chief Operating Officer, in recognition of her contributions to the Issuer's achievement of key operational milestones, capital financing activities, and corporate transformation initiatives. The acquisition of the Shares is intended to incentivize and retain Ms. Xu by aligning her economic interest with the long-term performance of the Issuer. Depending on market conditions, the Issuer's business performance, or other factors, the Reporting Person 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 of Schedule 13D of the Exchange Act.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference.
(b)	The responses of the Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference.
(c)	The responses of the Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference.
(d)	Not applicable.
(e)	Not applicable.
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 Person, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person 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.
	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.

Yuxia Xu

Signature:	/s/ Yuxia Xu
Name/Title:	Yuxia Xu
Date:	06/20/2025

FAQ

Why did XTKG file a Schedule 13D on 20 June 2025?

The filing discloses that CFO/COO Yuxia Xu acquired 550,000 Class B shares, crossing the beneficial-ownership threshold.

How many shares does CFO Yuxia Xu now own and what is her voting power?

Ms. Xu owns 550,000 Class B shares, equal to 1.48 % of ordinary shares but 22.8 % of total voting power.

Was any cash paid for the 550,000 Class B shares issued to the CFO?

No. The shares were granted as equity-based compensation; source of funds is listed as "OO" (other).

Does the share grant materially dilute existing XTKG shareholders?

Dilution is approximately 1.48 % of shares outstanding, considered modest.

Does Ms. Xu plan further transactions in XTKG stock?

The filing states she may buy or sell shares over the next 12 months depending on conditions, but has no definitive plans.