X3 Acquisition Corp. Ltd. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On January 22, 2026, we consummated the Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000. On January 26, 2026, we 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. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-290299). Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 5,000,000 Private Placement Warrants to the Sponsor, at a price of $1.00 per Private Placement Warrant, or $5,000,000 in the aggregate. With the consummation of the over-allotment option on January 26, 2026, we 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. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (ii) will be entitled to registration rights. Of the gross proceeds received from the initial public offering and the proceeds of the sale of the Private Placement Warrants, an aggregate of $225,000,000 was placed in the trust account. We paid a total transaction costs of $9,571,416, consisting of $3,375,000 of cash underwriting fee, $5,625,000 of deferred underwriting fee, and $571,416 of other offering costs. For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.