Business Context and Reporting Period
This Form 8-K, dated January 20, 2026, reports the consummation of the Initial Public Offering (IPO) by X3 Acquisition Corp. Ltd., a Cayman Islands exempted company. The IPO closed on January 22, 2026, following the effectiveness of the registration statement on January 20, 2026. The Company is an emerging growth company.
Key Financial Metrics
- Gross Proceeds: $200,000,000 from the sale of 20,000,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $5,000,000 from the sale of 5,000,000 Private Warrants to the Sponsor at $1.00 per warrant.
- Trust Account Balance: $200,000,000 deposited into a trust account, inclusive of $5,000,000 in deferred underwriting commissions.
- Warrant Exercise Price: $11.50 per share for both public and private warrants.
- Revenue/Profit/Cash Flow: The filing does not provide operating revenue, profit, or cash flow metrics as the Company is a special purpose acquisition company (SPAC) in its pre-business combination phase.
Material Changes
The primary material change is the transition from a private entity to a public company listed on The Nasdaq Stock Market LLC. The Company now has three classes of securities registered: Units (XCBEU), Class A ordinary shares (XCBE), and Warrants (XCBEW). Additionally, the Company entered into definitive agreements including an Underwriting Agreement with Stifel, Nicolaus & Company, Incorporated, and various agreements with the Sponsor and trustee.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 24 months from the closing of the IPO to complete an initial business combination.
- Liquidity and Redemption: Funds in the trust account are generally not accessible until the completion of a business combination, a shareholder vote to amend the charter, or a liquidation if the combination is not completed within the 24-month period.
- Private Warrant Restrictions: Private Warrants sold to the Sponsor are subject to transfer restrictions until 30 days after the completion of the initial business combination.
- Management: The Board of Directors was appointed on January 20, 2026, consisting of independent directors and existing management, with staggered terms expiring at the first, second, and third annual meetings.
Investor Verification Checklist
- Verify the exact terms of the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) regarding redemption rights and the 24-month liquidation timeline.
- Confirm the status of the $5,000,000 deferred underwriting commission and the conditions for its payment.
- Review the Underwriting Agreement (Exhibit 1.1) for lock-up provisions and indemnity obligations.
- Assess the Sponsor's commitment via the Private Placement Warrants and the Administrative Services Agreement (Exhibit 10.6).
- Monitor the Company's progress toward identifying a target business within the 24-month window to avoid forced liquidation.