X3 Acquisition

This filing establishes the baseline trust value ($10.00 per share), the 24-month deadline (January 22, 2028), and the sponsor's economic and governance structure. Investors should monitor trust value per share (which may increase with interest), any redemption requests, extensions, or deal announcements. The sponsor's founder shares and private placement warrants are locked up, aligning sponsor incentives with public shareholders until after a business combination. The board includes independent directors, providing oversight for any future transaction.

The filing sets the trust value at $10.00 per share (subject to interest), the redemption mechanics, the deadline (24 months from closing, likely January 2028), and the sponsor's low-cost founder shares which create dilution and conflict of interest. Investors need to understand these terms to evaluate the SPAC's attractiveness and monitor upcoming deadlines. The sponsor's nominal investment ($0.004 per founder share) creates an incentive to complete any deal, even if unfavorable to public shareholders. The trust value is $10.00 per share initially; interest may reduce due to taxes and potential expense allowances.

This exhibits-only amendment satisfies the final regulatory and auditing prerequisites (director nominations and independent accountant consent) required to trigger the S-1 effective date, directly controlling the IPO commencement window. The explicit mathematical linkage between the 5,750,000 founder shares and the 23,000,000 unit maximum offering quantifies the precise pre-money capitalization and dilution profile public shareholders will inherit upon business combination closure. The $5,000,000 private warrant commitment supplies immediate post-deal liquidity without requiring public market purchases, while the disclosed $750,000 off-trust expense load defines the exact cash burn ceiling before any acquisition target is announced. Because the trust distribution mechanism, redemption thresholds, and January 21, 2028 expiration remain unaltered, current unit and shareholder valuations should continue pricing in the default survival/liquidation timeline until the offering declares effective.

This filing establishes the key mechanics for redemption analysis: trust value is exactly $10.00 per public share initially; the deadline is 24 months from closing (projected January 2028); extension requires shareholder vote with redemption rights; any amendment to the trust-structure provisions triggers redemption rights. The sponsor paid $0.004 per founder share and will purchase 5,000,000 private warrants at $1.00 each, creating a substantial profit incentive. The SPAC has selected no target and has not engaged in substantive discussions.

This is the principal disclosure document for the SPAC's IPO, detailing trust mechanics, redemption rights, sponsor conduct (including low-cost founder shares creating dilution and potential conflicts), extension provisions, and risk factors. Investors need this information to assess the IPO.

What changed: Schedule 13G joint acquisition statement pursuant to Rule 13d-1(k), specifically Exhibit 99.1, dated May 13, 2026, executed by Adage Capital Management, L.P. (represented by its General Partner Adage Capital Partners, L.L.C. and Managing Member Robert Atchinson), Robert Atchinson individually, and Phillip Gross individually. Nothing regarding redemption deadlines, trust value, extension mechanics, business combination progress, or sponsor conduct changed. The filing merely records a mutual acknowledgment that the three parties will handle all future amendments jointly without separate documents, while each party retains independent liability for the accuracy and completeness of information pertaining to themselves. Why it matters: The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It is a routine compliance exhibit that solely clarifies shared regulatory filing responsibilities among Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. Consequently, it provides no actionable updates on the SPAC’s search phase, liquidity parameters, or shareholder rights beyond confirming the administrative structure adopted by the named holders.

What changed: A Joint Filing Agreement appended to a Schedule 13G beneficial ownership report for shares of X3 Acquisition Corp. Ltd. The filing records that Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman agreed to file a single Schedule 13G on behalf of all four parties pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. The text specifies a reporting date of March 31, 2026 and a filing date of May 13, 2026. The document discloses no changes to the SPAC’s redemption calendar, trust account valuation, extension timeline, merger progress, or sponsor governance. It contains no transaction volumes, acquisition targets, or capital call notices. Why it matters: Although the exhibit is purely procedural, the filing establishes that the named Magnetar-affiliated entities and David J. Snyderman collectively hold or control a position triggering mandatory Schedule 13G disclosure. For investors monitoring shareholder mechanics, this creates a formal record of a coordinated voting bloc that could impact future proxy solicitations on business combinations, sponsor promotions, or extension proposals. The document attributes no operational claims, market outlooks, or sponsorship conduct updates to any executive, fund manager, or sponsor, limiting its near-term predictive value for deal execution while confirming continued institutional monitoring of the SEARCHING-phase vehicle.

What changed: Annual Report on Form 10-K for fiscal year ended December 31, 2025 (first annual report since IPO). First annual filing since IPO; describes trust account of $225 million ($10.00 per share), 24-month deadline to January 22, 2028, no business combination target identified yet, management team focused on financial services sector, and includes initial financial statements and related party transactions. Why it matters: Establishes baseline for SPAC's trust value, deadline, and management's plan; investors can monitor for future announcements regarding target selection, extensions, or redemptions.

What changed: SEC Form 8-K Current Report (Items 8.01 and 9.01) announcing the decoupling of the company’s listed securities into underlying shares and warrants, accompanied by Exhibit 99.1, a corporate press release. On March 10, 2026, the company announced that holders of its units may elect to separately trade the components included in those units commencing March 13, 2026. The filing specifies that each unit consists of one Class A ordinary share and one-half of one redeemable warrant, that only whole warrants will be issued upon separation, and that unseparated units will continue trading under symbol “XCBEU” while separated shares and warrants will trade under “XCBE” and “XCBEW” respectively. Brokers were instructed to contact Continental Stock Transfer & Trust Company to process separations. The filing also reiterates that a registration statement on Form S-1 (333-290299) was declared effective on January 20, 2026. Why it matters: This submission is a routine post-IPO administrative listing event that does not modify the trust account, redemption eligibility, extension provisions, or acquisition timeline. It confirms the mechanical structure of the capital table remains intact at one share and one-half warrant per unit. For investors monitoring deal progress or sponsor conduct, the accompanying press release introduces explicit strategic parameters for the pending business combination, stating the company 'currently intends to focus on target businesses in the financial services industry' while clarifying management retains discretion to pursue opportunities in 'any business, industry, sector or geographical location.' Personnel disclosures attribute leadership of the executive team to Chief Executive Officer and Chairman Andrew J. Redleaf, with day-to-day financial and operational oversight directed through Chief Financial Officer and Chief Operating Officer Kenneth J. Weiller. The filing introduces no amendments to the previously established redemption calendar or trust value metrics.

What changed: A routine compliance exhibit: Schedule 13G beneficial ownership report [0001905106-26-000021]. The filing itself attributes its reporting obligation to Meteora Capital, LLC. Regarding the specified mechanics, the document makes no alterations or announcements concerning the 2028-01-21 deadline, the $10.16 trust value, extension procedures, deal progress, or sponsor conduct. Why it matters: Beyond identifying Meteora Capital, LLC as the holding entity, the text contains zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a passive ownership disclosure, it does not inform redemption windows, capital preservation, or business combination timelines for XCBE shareholders.

What changed: A Current Report on Form 8-K reporting the consummation of X3 Acquisition Corp. Ltd.’s Initial Public Offering of 20,000,000 units, the partial exercise of the underwriters’ over-allotment option for 2,500,000 additional units, simultaneous private placements of warrants to the sponsor, and a pro forma unaudited balance sheet reflecting these transactions as of January 26, 2026. According to Item 8.01 and the accompanying pro forma balance sheet (Exhibit 99.1), the company placed $225,000,000 into the trust account following the IPO and over-allotment closing. Public shares subject to possible redemption increased to 22,500,000, originally priced at $10.00 per unit, generating aggregate gross proceeds of $200,000,000 and an additional $25,000,000 from the over-allotment. Per the filing, the sponsor (X3 Acquisition Management LLC) purchased 5,000,000 initial private warrants at $1.00 per warrant for $5,000,000, followed by an additional 375,000 private warrants for $375,000 upon over-allotment exercise. The deferred underwriting fee payable rose to $5,625,000. Note 1 to the pro forma statements confirms that 625,000 founder shares are no longer subject to forfeiture, while the underwriters retain the right to purchase the remaining 500,000 units within the original 45-day window. The document does not amend the January 21, 2028 business combination deadline, nor does it announce a target or request an extension. Why it matters: As reported in the filing, this disclosure locks in the post-offering capital structure and trust corpus prior to target identification, establishing the exact denominator for future redemption valuations and sponsor dilution. The pro forma balance sheet shows $226,454,094 in total assets, $225,000,000 in cash held in the trust account, and $5,766,595 in total liabilities, including accrued expenses of $13,895, accrued offering costs of $85,800, and a current cash balance of $1,022,667 after warrant purchases. Note 6 records accretion of Class A ordinary shares subject to possible redemption totaling $1,346,324 to reflect the $10.00 per share carrying amount. The sponsor’s total private warrant exposure increased to 5,375,000 warrants, each entitling the holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, according to the itemized security descriptions. No customer claims, revenue projections, market size estimates, technology disclosures, partnership agreements, or litigation matters are contained in the submission; the substantive content is limited to corporate formation mechanics and financial position updates. Signed by Chief Executive Officer Andrew J. Redleaf on January 30, 2026, the filing removes pre-closing ambiguity for redemption tracking, confirming that the $225,000,000 trust reserve remains untouched and callable solely upon a qualifying business combination or liquidation event.

What changed: Form 8-K Current Report confirming the consummation of X3 Acquisition Corp. Ltd.’s initial public offering and private placement, accompanied by an audited balance sheet, comprehensive notes to the financial statement, and a disclosure of a subsequent partial exercise of the underwriters’ over-allotment option. According to the filing, the company consummated its IPO on January 22, 2026, issuing 20,000,000 units at $10.00 per unit for $200,000,000 in gross proceeds. The registrant confirms that simultaneously, the sponsor, X3 Acquisition Management LLC, purchased 5,000,000 private warrants for $5,000,000. As of January 22, 2026, the company deposited $200,000,000 into a trust account for the benefit of public shareholders. The company’s governing documents establish a 24-month completion window from the IPO closing; if the window expires without a business combination, the registrant must cease operations, redeem public shares at a per-share price calculated using the trust balance divided by outstanding public shares (net of taxes and up to $100,000 for dissolution expenses), and dissolve. The filing confirms warrants will expire worthless absent a combination. Subsequent event disclosures state that on January 26, 2026, the underwriters partially exercised their option for 2,500,000 additional units at $10.00 per unit, generating $25,000,000, alongside the issuance of 375,000 additional private warrants to the sponsor for $375,000. Management reports this action permanently released 625,000 founder shares from forfeiture risk. The sponsor repaid a $286,183 promissory note and settled a $25,461 receivable on January 27, 2026. Company leadership asserts the trust funds are currently held in cash pending investment guidelines compliant with Rule 2a-7. Regarding other substance, the Cayman Islands exempted company incorporated on July 31, 2025 stated it had not commenced operations, generated zero operating revenue, and held no substantive discussions with a business combination target. Chief Executive Officer Andrew J. Redleaf and management outlined a strategy requiring a target with a fair market value of at least 80% of the net trust account balance, aiming for post-deal voting control of 50% or more. The company accounts for transaction costs at $8,575,754, comprising a $3,000,000 paid underwriting discount, a $5,000,000 deferred underwriting commission waivable if trust proceeds fall below $70,000,000 upon deal closing, and $575,754 in other costs. The registrant retained $1,397,667 in non-trust liquidity. The company executed a $10,000-per-month administrative services agreement with the sponsor commencing January 20, 2026, recording $1,000 in accrued fees as of the balance sheet date. Independent auditor WithumSmith+Brown, PC issued an unqualified opinion on the January 22, 2026 financial statements. Management acknowledges emerging growth company status under the JOBS Act and elects the extended transition period. The company's warrant agreements specify a $11.50 exercise price, exercisability 30 days post-combination, termination five years later, an $18.00 redemption trigger, and cashless settlement alternatives. Why it matters: Validates the exact capital structure, trust accounting baseline, and sponsor equity/economic alignment immediately post-IPO. Locks in the definitive 24-month redemption deadline and precise liquidation formula, while documenting immediate over-allotment execution that alters the public share count and trust corpus prior to any target search. Clarifies the deferred underwriting waiver threshold, warrant conversion timelines, and administrative cost obligations that impact runway and shareholder dilution metrics ahead of a potential business combination announcement.

What changed: A Schedule 13G joint filing agreement and Exhibit A executing a collective beneficial ownership report for shares of X3 Acquisition Corp. Ltd., filed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. According to the Exhibit A execution, the Linden group filers (Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong) filed a joint authorization on January 26, 2026 referencing a beneficial ownership statement dated January 22, 2026. The filing appoints Saul Ahn as the authorized signatory, General Counsel, and Attorney-in-Fact, and incorporates a power of attorney dated June 10, 2019 originally linked to a Haymaker Acquisition Corp II filing made June 19, 2019. The document reports no amendments to shareholder thresholds, trust account balances, extension proposals, target pipeline updates, or sponsor governance arrangements. It does not modify the referenced January 21, 2028 deadline or the stated $10.16 per-share trust value. Why it matters: As a routine compliance exhibit, the filing serves solely to aggregate co-beneficial ownership under Rule 13d-1(k) and designate reporting authority, providing no new signals regarding deal progress, redemption mechanics, or trust preservation. Investors tracking the $10.16 trust value, the January 21, 2028 search window, or sponsor conduct should view this as an administrative record of affiliated entities rather than a catalyst for liquidity or timeline adjustments. Material changes to the redemption calendar, trust distributions, or acquisition strategy would require the primary Schedule 13G schedule data or separate merger/extension filings, neither of which appears in this submission.

What changed: A routine compliance exhibit: a Joint Filing Agreement attached to a Schedule 13G beneficial ownership report. No adjustments occurred to the redemption calendar, trust value ($10.16 per share), deadline (2028-01-21), deal progress, or sponsor conduct. The filing introduces only an administrative mechanic under Rule 13d-1(k), establishing that X3 Acquisition Management LLC and Andrew J. Redleaf will jointly file a single Schedule 13G regarding their collective beneficial ownership of X3 Acquisition Corp. Ltd. ordinary shares, which carry a par value of $0.0001 per share. Each signatory expressly accepts independent responsibility for the timeliness and accuracy of their own reported data, with no shared liability unless one party possesses actual or constructive knowledge that the other’s information is inaccurate. Why it matters: This procedural submission confirms that the sponsor’s management vehicle and its designated representative remain compliant with SEC ownership reporting requirements, but it delivers no substantive shifts in control, capital deployment, or target search activity. The document contains zero assertions regarding customers, revenue streams, market sizing, corporate strategy, technological assets, partnership formations, ongoing or threatened litigation, or executive personnel changes. All language regarding filing accountability is strictly a contractual allocation made by X3 Acquisition Management LLC and Andrew J. Redleaf upon execution on January 23, 2026. For investors monitoring XCBE in SEARCHING status, this exhibit serves as a standard administrative checkpoint that neither accelerates redemption exposure, modifies the $10.16 per-share trust balance, nor triggers any deadline extension beyond the publicly stated 2028-01-21 expiration.

What changed: A Form 4 insider ownership report, which operates as a routine compliance exhibit disclosing executive equity movements rather than a merger agreement, resignation, investor presentation, or lawsuit. The filing records no mechanical shifts: the Form 4 explicitly states 'No non-derivative transactions or holdings reported' for the named insider. Accordingly, there were no purchases, sales, conversions, grants, or exercises that would affect redemption headwinds, trigger extension calculations, or alter the sponsor’s economic alignment relative to the published trust metric. Why it matters: While the report advances no business combination timeline, proposes no extension mechanism, or revises the referenced trust value of $10.16 per share or the 2028-01-21 deadline, it supplies a verified data point on sponsor conduct during the SEARCHING phase. According to the filing, the chairman, CEO, and 10% owner preserved a static equity position, indicating no secondary-market liquidation or fresh capital deployment during the reporting interval. The document contains no forward-looking or substantive assertions about customers, revenue streams, market size, strategic initiatives, technology platforms, partnership agreements, pending litigation, or management turnover; it functions solely as a transaction-neutral compliance record that anchors baseline sponsor behavior for investors monitoring accumulation versus distribution ahead of a potential deal announcement.