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.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed; governance relationships clarified.
The filing shows a 9.99% beneficial stake held through conversion rights capped by contract, and names the manager and the individual who controls the manager. That structure clarifies who holds voting and dispositive power for the reported shares.
Timing is anchored to February 4, 2026 for the outstanding share count; subsequent filings would be required to show changes.
Disclosure frames ownership as contractual conversion rights with a contractual cap.
The statement that conversion rights are subject to a 9.99% cap is a substantive qualifier preserved verbatim. The filing attributes sole voting and dispositive power of 2,048,722 shares to Streeterville for Schedule 13G reporting purposes.
Any change in the cap, conversions, or transfers would require updated filings as required by securities rules.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
X3 Holdings Co., Ltd.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
G72007142
(CUSIP Number)
02/13/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G72007142
1
Names of Reporting Persons
Streeterville Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UTAH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,048,722.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,048,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,048,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Reporting Person Streeterville Capital, LLC ("Streeterville") has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer's Ordinary Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Ordinary Shares beneficially owned by Streetertville as of the date of this filing was 2,048,722 shares, which is 9.99% of the 20,507,735 shares outstanding on February 4, 2026 (as reported in the Issuer's Form 424B5 filed on that date).
To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.
SCHEDULE 13G
CUSIP No.
G72007142
1
Names of Reporting Persons
Streeterville Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UTAH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,048,722.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,048,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,048,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Reporting Person Streeterville Management, LLC is the manager of Streeterville. Streeterville has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer's Ordinary Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Ordinary Shares beneficially owned by Streetertville as of the date of this filing was 2,048,722 shares, which is 9.99% of the 20,507,735 shares outstanding on February 4, 2026 (as reported in the Issuer's Form 424B5 filed on that date).
To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.
SCHEDULE 13G
CUSIP No.
G72007142
1
Names of Reporting Persons
John M Fife
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,048,722.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,048,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,048,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Reporting Person John M Fife is the sole member of Streeterville Management, LLC which is the manager of Streeterville. Streeterville has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer's Ordinary Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Ordinary Shares beneficially owned by Streetertville as of the date of this filing was 2,048,722 shares, which is 9.99% of the 20,507,735 shares outstanding on February 4, 2026 (as reported in the Issuer's Form 424B5 filed on that date).
To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
X3 Holdings Co., Ltd.
(b)
Address of issuer's principal executive offices:
SUITE 412, TOWER A, TAI SENG EXCHANGE, ONE TAI SENG AVENUE, SINGAPORE, SINGAPORE, 536464
Item 2.
(a)
Name of person filing:
This report is filed by Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife with respect to the shares of Ordinary Shares of the Issuer that are directly beneficially owned by Streeterville Capital LLC and indirectly beneficially owned by the other reporting and filing persons.
(b)
Address or principal business office or, if none, residence:
300 East Randolph Street, Suite 40.150
Chicago, IL 60601
(c)
Citizenship:
Streeterville Capital LLC is a Utah limited liability company.
Streeterville Management LLC is a Utah limited liability company.
John M. Fife is a United States citizen.
(d)
Title of class of securities:
Class A Ordinary Shares
(e)
CUSIP No.:
G72007142
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
2,048,722
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
2,048,722
(ii) Shared power to vote or to direct the vote:
9.99%
(iii) Sole power to dispose or to direct the disposition of:
2,048,722
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
What stake does Streeterville Capital LLC report in XTKG?
Streeterville Capital LLC reports beneficial ownership of 2,048,722 shares, or 9.99%. The filing ties that percentage to February 4, 2026, based on 20,507,735 shares outstanding reported in the issuer's Form 424B5.
How is the 9.99% ownership limit described in the filing for XTKG?
The filing states conversion rights are contractually capped at 9.99%. It explains that conversion rights could otherwise exceed that cap but the agreement limits Streeterville's ownership to 9.99% of outstanding shares.
Who are the reporting persons named in the Schedule 13G for XTKG?
The report is filed by Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife. Streeterville Management is the manager of Streeterville Capital LLC and John M. Fife is the sole member of the manager.
What voting and dispositive power is reported for Streeterville in XTKG?
The filing reports sole voting power and sole dispositive power for 2,048,722 shares. Shared voting and shared dispositive powers are reported as 0 for the beneficial owner in the Schedule 13G excerpt.
Does the Schedule 13G state when the outstanding share count was measured for XTKG?
Yes. The filing references an outstanding share count of 20,507,735 as of February 4, 2026, cited from the issuer's Form 424B5 for calculating the 9.99% ownership percentage.
