Business Context and Reporting Period
X3 Acquisition Corp. Ltd. is a Cayman Islands exempted company incorporated on July 31, 2025, operating as a blank check company (SPAC) formed to effect a business combination. The filing covers the quarterly period ended June 30, 2026. The Company consummated its Initial Public Offering (IPO) on January 22, 2026, and partially exercised the underwriters' over-allotment option on January 26, 2026. As of the reporting date, the Company has not commenced operations and is actively identifying a target for a business combination.
Key Financial Metrics
| Metric | Value |
|---|---|
| Trust Account Balance | $228,489,882 (Marketable securities) |
| Cash (Outside Trust) | $644,214 |
| Working Capital | $937,597 |
| Net Income (3 Months Ended June 30, 2026) | $1,844,612 |
| Net Income (6 Months Ended June 30, 2026) | $2,757,808 |
| Operating Expenses (6 Months) | $380,374 (General & Administrative) |
| Interest Income (6 Months) | $3,489,882 |
| Deferred Underwriting Fee | $5,625,000 |
| Shares Outstanding (Class A) | 22,500,000 (Subject to redemption) |
| Shares Outstanding (Class B) | 5,625,000 |
Material Changes vs. Prior Period
- Asset Growth: Total assets increased from $247,558 as of December 31, 2025, to $229,722,611 as of June 30, 2026, driven primarily by the placement of $225,000,000 into the Trust Account following the IPO and over-allotment exercise.
- Equity Structure: Class A ordinary shares subject to possible redemption were established at a value of $228,489,882 ($10.16 per share), compared to $0 in the prior period.
- Liabilities: Current liabilities increased to $228,724 from $291,763, but total liabilities rose significantly to $5,853,724 due to the recognition of the $5,625,000 deferred underwriting fee payable.
- Share Count: 125,000 founder shares (Class B) were forfeited in March 2026 after the remaining over-allotment option expired, reducing the Class B count from 5,750,000 to 5,625,000.
Outlook, Risks, and Management Commentary
- Going Concern: The Company has raised substantial doubt about its ability to continue as a going concern for one year following the issuance date. Management plans to address this by completing a business combination. If unsuccessful, the Company will liquidate.
- Liquidity: The Company holds $644,214 in cash outside the Trust Account. It may require additional capital from the Sponsor or third parties to fund working capital needs or transaction costs. No working capital loans were outstanding as of June 30, 2026.
- Completion Window: The Company must complete a business combination within 24 months of the IPO closing (January 22, 2026) or risk liquidation. The Trust Account holds funds intended for redemption or the business combination.
- Risks: Risks include the inability to identify a suitable target, failure to complete a business combination within the deadline, and potential dilution from warrant exercises or private placement warrants.
- Unusual Items: The Company recognized $393,600 in share-based compensation expense related to founder shares granted to independent directors in January 2026.
Investor Verification Checklist
- Verify the status of the 24-month deadline for completing a business combination and any potential extensions.
- Confirm the Sponsor's ability to satisfy indemnification obligations if third-party claims reduce Trust Account funds below $10.00 per share.
- Monitor the $5,625,000 deferred underwriting fee, noting it is waived if the Trust Account balance falls below $70 million at the time of a business combination.
- Review the $375,000 receivable "Due from Sponsor" and the terms of any potential future working capital loans.
- Assess the impact of the 125,000 forfeited founder shares on the Sponsor's ownership percentage and voting control.