8-K
X3 Acquisition Corp. Ltd. (XCBE)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March10, 2026
Date
of Report (Date of earliest event reported)
X3Acquisition Corp. Ltd.
(Exact name of Registrant as specified in its charter)
| Cayman Islands | 001-43061 | 98-1877158 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> Number) |
| 3033 Excelsior Blvd<br><br> <br>Suite 343<br><br> <br>Minneapolis, MN | 55416 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: 612-457-0070
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units,<br> each consisting of one Class A ordinary share and one-half of one redeemable warrant | XCBEU | The<br> Nasdaq Stock Market LLC |
| Class<br> A ordinary shares, par value $0.0001 per share | XCBE | The<br> Nasdaq Stock Market LLC |
| Warrants,<br> each whole warrant exercisable for one Class A ordinary share | XCBEW | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item8.01. Other Events.
On March 10, 2026, X3 Acquisition Corp. Ltd. (the “Company”) announced that, on or about March 13, 2026, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants included in the Units. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “XCBEU.” Any underlying Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “XCBE” and “XCBEW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into ordinary shares and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated March 10, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated:<br> March 10, 2026 | ||
|---|---|---|
| X3<br> Acquisition Corp. Ltd. | ||
| By: | /s/ Andrew J. Redleaf | |
| Name: | Andrew<br> J. Redleaf | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
X3Acquisition Corp. Ltd.
Announcesthe Separate Trading of its Class A Ordinary Shares and Warrants
CommencingMarch 13, 2026
Minneapolis,MN, March 10, 2026 – X3 Acquisition Corp. Ltd. (Nasdaq: XCBEU) (the “Company”), today announced that, commencing March 13, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on The Nasdaq Global Market under the symbols “XCBE” and “XCBEW,” respectively. Those units not separated will continue to trade on The Nasdaq Global Market under the symbol “XCBEU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
The offering of the units was made only by means of a prospectus. Copies of the prospectus may be obtained from Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate Department, 1201 Wills St., Suite 600, Baltimore, MD 21231, by telephone at (855) 300-7136 or by email at SyndProspectus@Stifel.com. A registration statement on Form S-1 (333-290299) relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and was declared effective on January 20, 2026. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
AboutX3 Acquisition Corp. Ltd.
X3 Acquisition Corp. Ltd. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although the Company currently intends to focus on target businesses in the financial services industry, it may pursue an acquisition opportunity in any business, industry, sector or geographical location. The Company’s management team is led by Andrew J. Redleaf, its Chief Executive Officer and Chairman of the Board of Directors.
CautionaryNote Concerning Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the registration statement and the prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.
Contacts:
Kenneth J. Weiller
Chief Financial Officer and Chief Operating Officer
612-457-0070