8-K
filed January 22, 2026, 6:59 PM ET
ticker XCBE
CIK 0002083493
other material
confidence high
sentiment neutral
materiality 0.55
X3 Acquisition Corp. closes $200M IPO; 20M units at $10.00 per unit
X3 Acquisition Corp. Ltd.
- Gross proceeds of $200M from 20M units; proceeds held in trust account pending business combination.
- Each unit consists of one Class A ordinary share and one-half redeemable warrant ($11.50 exercise price).
- Sponsor purchased 5M private warrants at $1 each, generating $5M additional trust funds.
- Company intends to focus on financial services targets; management led by CEO Andrew J. Redleaf.
- Board appointed: Goetzmann, Lui, Smith, von Gillern; audit and compensation committees formed.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.99
X3 Acquisition Corp. Ltd. issued 5,000,000 private warrants of warrant to the Sponsor for $1.00 per Private Warrant, generating total proceeds of $5,000,000.
- Security
- warrant
- Shares
- 5,000,000 private warrants
- Purchaser
- the Sponsor
- Consideration
- $1.00 per Private Warrant, generating total proceeds of $5,000,000
Exact text from the filing
Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company consummated a private placement (the “Private Placement”) of an aggregate of 5,000,000 private warrants (the “Private Warrants”) to the Sponsor, at a price of $1.00 per Private Warrant, generating total proceeds of $5,000,000.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
X3 Acquisition Corp. Ltd.: On January 20, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association (effective 2026-01-20).
- Change
- charter amendment
- Effective
- 2026-01-20
Exact text from the filing
On January 20, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
X3 Acquisition Corp. Ltd. entered into Underwriting Agreement with Stifel, Nicolaus & Company, Incorporated, as representative of the underwriters valued at $200,000,000 (effective 2026-01-20).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Stifel, Nicolaus & Company, Incorporated, as representative of the underwriters
- Value
- $200,000,000
- Effective
- 2026-01-20
Exact text from the filing
● Underwriting Agreement, dated January 20, 2026, by and between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the underwriters in the IPO (“Stifel”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference;
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
X3 Acquisition Corp. Ltd. entered into Warrant Agreement with Continental Stock Transfer & Trust Company, as warrant agent (effective 2026-01-20).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company, as warrant agent
- Effective
- 2026-01-20
Exact text from the filing
● Warrant Agreement, dated January 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference;
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
X3 Acquisition Corp. Ltd. entered into Registration Rights Agreement with the Sponsor and certain security holders of the Company (effective 2026-01-20).
- Action
- entry
- Counterparty
- the Sponsor and certain security holders of the Company
- Effective
- 2026-01-20
Exact text from the filing
● Registration Rights Agreement, dated January 20, 2026, by and among the Company, the Sponsor and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference;
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
X3 Acquisition Corp. Ltd. entered into Private Placement Warrants Purchase Agreement with X3 Acquisition Management LLC (the Sponsor) (effective 2026-01-20).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- X3 Acquisition Management LLC (the Sponsor)
- Effective
- 2026-01-20
Exact text from the filing
● Private Placement Warrants Purchase Agreement, dated January 20, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference;
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
X3 Acquisition Corp. Ltd. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, as trustee (effective 2026-01-20).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company, as trustee
- Effective
- 2026-01-20
Exact text from the filing
● Investment Management Trust Agreement, dated January 20, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference;
View on SEC.gov
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