UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated January 22, 2026, X3 Acquisition Corp. Ltd. (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each, a Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company of $200,000,000. The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any.
As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which X3 Acquisition Management LLC, the Company’s sponsor (the “Sponsor”), purchased 5,000,000 warrants (the “Private Warrants”) at a price of $1.00 per warrant, generating total proceeds of $5,000,000. Each Private Warrant entitles the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment.
On January 26, 2026, the underwriters exercised the over-allotment option in part and purchased an additional 2,500,000 Units (the “Over-Allotment Option Units”), at a price of $10.00 per unit, generating gross proceeds of $25,000,000. On January 26, 2026, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private placement of an additional 375,000 Private Warrants to the Sponsor, generating gross proceeds of $375,000. The additional Private Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
A total of $225,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on January 22, 2026 and January 26, 2026, were placed in a trust account established for the benefit of the Company’s public shareholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment option.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Balance Sheet dated January 26, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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: January 30, 2026
| X3 Acquisition Corp. Ltd. | ||
| By: | /s/ Andrew J. Redleaf | |
| Name: | Andrew J. Redleaf | |
|
|
Title: | Chief Executive Officer |
Exhibit 99.1
X3 ACQUISITION CORP. LTD.
PROFORMA UNAUDITED BALANCE SHEET
January 22,
2026 | Pro Forma Adjustments (Unaudited) | As Adjusted (Unaudited) | ||||||||||
| Assets: | ||||||||||||
| Current assets | ||||||||||||
| Cash | $ | 1,397,667 | (375,000 | )(4) | $ | 1,022,667 | ||||||
| Due from Sponsor | 25,461 | 375,000 | (4) | 400,461 | ||||||||
| Prepaid expenses | 30,966 | 30,966 | ||||||||||
| Total Current Assets | 1,454,094 | 1,454,094 | ||||||||||
| Cash held in trust account | 200,000,000 | 25,000,000 | (1) | 225,000,000 | ||||||||
| (375,000 | )(2) | |||||||||||
| 375,000 | (4) | |||||||||||
| Total Assets | $ | 201,454,094 | 25,000,000 | $ | 226,454,094 | |||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||||||
| Current liabilities: | ||||||||||||
| Accrued expenses | $ | 13,895 | $ | 13,895 | ||||||||
| Accrued offering costs | 85,800 | 85,800 | ||||||||||
| Over-allotment option liability | 251,400 | (209,500 | )(5) | 41,900 | ||||||||
| Total Current Liabilities | 351,095 | (209,500 | ) | 141,595 | ||||||||
| Deferred underwriting fee payable | 5,000,000 | 625,000 | (3) | 5,625,000 | ||||||||
| Total Liabilities | 5,351,095 | 415,500 | 5,766,595 | |||||||||
| Commitments and contingencies (Note 6) | ||||||||||||
| Class A ordinary shares subject to possible redemption, 20,000,000 shares at a redemption value of $10.00 per share | 200,000,000 | 24,637,500 | (1) | 225,000,000 | ||||||||
| (368,934 | )(2) | |||||||||||
| (614,890 | )(3) | |||||||||||
| 1,346,324 | (6) | |||||||||||
| Shareholders’ Deficit: | ||||||||||||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | — | — | ||||||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding, excluding 20,000,000 shares subject to possible redemption | — | — | ||||||||||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding(1) | 575 | 575 | ||||||||||
| Additional paid-in capital | — | 362,500 | (1) | — | ||||||||
| (6,066 | )(2) | |||||||||||
| (10,110 | )(3) | |||||||||||
| 375,000 | (4) | |||||||||||
| (1,346,324 | )(6) | |||||||||||
| 625,000 | (7) | |||||||||||
| Accumulated deficit | (3,897,576 | ) | 209,500 | (5) | (4,313,076 | ) | ||||||
| (625,000 | )(7) | |||||||||||
| Total Shareholders’ Deficit | (3,897,001 | ) | (415,500 | ) | (4,312,501 | ) | ||||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 201,454,094 | 25,000,000 | $ | 226,454,094 | |||||||
| (1) | Includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On January 23, 2026, the underwriters partially exercised their over-allotment option and the sale of Units pursuant thereto was consummated on January 26, 2026 resulting in 625,000 founder shares no longer subject to forfeiture. |
See Note to Pro Forma Unaudited Balance Sheet.
| F-1 |
X3 ACQUISITION CORP. LTD.
NOTES TO PROFORMA UNAUDITED BALANCE SHEET
(Unaudited)
Note 1 - Closing of over-allotment option and additional private placement
The accompanying unaudited proforma balance sheet presents the balance sheet of X3 Acquisition Corp. Ltd. (the “Company”) as of January 22, 2026 adjusted for the closing of the underwriters’ over-allotment option and related transactions, which occurred on January 26, 2026, as described below.
On January 22, 2026, the Company consummated the initial public offering of 20,000,000 units (the “Units”) at $10.00 per unit, which is discussed in Note 3 (the “Initial Public Offering”), generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,000,000 private placement warrants (the “Private Placement Warrants”) to X3 Acquisition Management LLC (the “Sponsor”), at a price of $1.00 per warrant, or $5,000,000 in the aggregate. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments if any. On January 26, 2026, the Company consummated the closing of an additional 2,500,000 Units sold pursuant to the underwriters’ over-allotment option, generating gross proceeds of $25,000,000.
Simultaneously with the consummation of the over-allotment option on January 26, 2026, the Company also consummated the sale of an additional 375,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $375,000. As a result of the partial exercise of the over-allotment option, 625,000 founder shares are no longer subject to forfeiture. The underwriters have 45 days from the date of the Initial Public Offering to purchase the remaining 500,000 Units. As of January 26, 2026, the Sponsor owes the Company an aggregate amount of $375,000, representing the funds advanced in connection with the purchase of Private Placement Warrants by the Sponsor related to the partial exercise of the over-allotment option.
As of January 26, 2026, a total of $225,000,000 of the net proceeds from the Initial Public Offering (including the partial over-allotment option) and the sale of the Private Placement Warrants were placed in the trust account.
Pro forma adjustments to reflect the partial exercise of the underwriters’ over-allotment option and sale of the additional Private Placement Warrants are as follows:
| Pro forma entry | ||||||||||
| 1 | Cash held in Trust Account | $ | 25,000,000 | |||||||
| Class A ordinary shares subject to possible redemption | $ | 24,637,500 | ||||||||
| Additional paid-in capital | 362,500 | |||||||||
| To record the sale of 2,500,000 IPO over-allotment units at $10.00 per unit. | ||||||||||
| 2 | Class A ordinary shares subject to possible redemption | $ | 368,934 | |||||||
| Additional paid-in capital | 6,066 | |||||||||
| Cash held in Trust Account | $ | 375,000 | ||||||||
| To record the payment of cash underwriting fee on over-allotment option. | ||||||||||
| 3 | Class A ordinary shares subject to possible redemption | $ | 614,890 | |||||||
| Additional paid-in capital | 10,110 | |||||||||
| Deferred underwriting fee payable | $ | 625,000 | ||||||||
| To record the payment of deferred underwriting fee on over-allotment option. | ||||||||||
| 4 | Cash held in Trust Account | $ | 375,000 | |||||||
| Due from Sponsor | 375,000 | |||||||||
| Additional paid-in capital | $ | 375,000 | ||||||||
| Cash | 375,000 | |||||||||
| To record the sale of 375,000 private placement warrants at $1.00 per warrant. | ||||||||||
| 5 | Over-allotment option liability | $ | 209,500 | |||||||
| Accumulated deficit | $ | 209,500 | ||||||||
| To write-off the over-allotment option liability due to its partial exercise. | ||||||||||
| 6 | Additional paid-in capital | $ | 1,346,324 | |||||||
| Class A ordinary shares subject to possible redemption | $ | 1,346,324 | ||||||||
| Record accretion of Class A ordinary shares subject to redemption at an amount of $10.00 per share. | ||||||||||
| 7 | Accumulated deficit | $ | 625,000 | |||||||
| Additional paid-in capital | $ | 625,000 | ||||||||
| Reclassify negative additional paid in capital to accumulated deficit. | ||||||||||
| F-2 |