XCBE SEC filings, in plain English
Everything X3 Acquisition has filed with the SEC that we hold — 34 filings, newest first, 32 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A Schedule 13G/A, which is a routine compliance exhibit filed under Section 13(d) of the Securities Exchange Act to amend a previously submitted beneficial ownership disclosure. As stated in the filing, Meteora Capital, LLC is the reporting holder amending its registration for XCBE. The provided text does not disclose any adjustment to share count, acquisition price, or voting or dispositive power percentages, meaning Meteora Capital, LLC has not communicated a material shift in aggregate stake. Regarding requested mechanics, the document contains no language concerning the SPAC’s trust-per-share balance, the business combination deadline, extension procedures, redemption thresholds, or sponsor governance conduct. Concerning substantive operations, Meteora Capital, LLC has made no claims about prospective customer bases, historical or projected revenue, total addressable market sizing, commercialization strategy, proprietary technology, commercial partnerships, regulatory or civil litigation, or executive leadership changes. Why it matters: Investors tracking whether XCBE will preserve its trust corpus, trigger a redemption event, vote for an extension, or advance a definitive merger agreement receive no procedural signal from this excerpt. Amended 13G filings frequently update passive versus active investment classifications, correct typographical errors in prior schedules, or adjust reporting date ranges without altering economic exposure or influencing the SPAC’s combination clock. Without the attached amended ownership tables, purpose statements, or signature blocks, the filing’s impact on shareholder liquidity timelines or director election outcomes remains functionally neutral until supplementary exhibits are published.(flagged for human review)
What changed: Quarterly report on Form 10-Q (X3 Acquisition Corp. Ltd., a SPAC still searching for a target). Trust value per share increased to $10.16 from $10.00 at IPO due to interest income. Cash outside trust is $644,214; working capital $937,597. No business combination announced. Over-allotment option expired March 6, 2026, resulting in 125,000 founder shares forfeited. Sponsor owes the Company $375,000. Substantial doubt about going concern expressed, though management plans to complete a business combination within the 24-month window (through January 2028). No subsequent events requiring adjustment. Why it matters: For investors tracking redemption deadlines and trust value: trust per share is $10.16, deadline is 24 months from IPO (January 2028). No deal or extension yet. Sponsor conduct includes a $375,000 receivable from sponsor and prior overpayment refund. No material litigation or risk factors beyond standard SPAC risks. The going concern language is a caution but typical for pre-combination SPACs.
What changed vs 2026-05-20trust $226.5M → $228.5M +1%trust account, redeemable shares, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $226.5M$228.5M
- Redeemable shares
- not previously extracted22.5M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $286K · unchanged
SpacBrain reads this as $2,003,552 was added to the trust between the two filings.
The clause …“costs — 236,220 Long term prepaid insurance 66,408 — Marketable securities held in Trust Account 228,489,882 — TOTAL ASSETS $ 229,722,611 $ 247,558 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’”…
The clause …“value; 500,000,000 shares authorized; none issued or outstanding, excluding 22,500,000 shares subject to possible redemption at June 30, 2026 and December 31, 2025 — — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares”…
The clause …“acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time for one year after the date that the accompanying unaudited”…
The clause …“determines not to proceed with the Initial Public Offering. The Company had borrowed $ 286,183 under the promissory note, which was repaid at the closing of the Initial Public Offering on January 22, 2026. Borrowings under the note”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly Report (Form 10-Q) for X3 Acquisition Corp. Ltd. for the quarter ended March 31, 2026 — the company's first quarterly report since its IPO in January 2026. The company completed its IPO and over-allotment in January 2026, raising $225 million in trust. As of March 31, 2026, trust value per share is $10.07, working capital surplus is $1.16 million, and the company has a 24-month deadline from IPO (January 22, 2028) to complete a business combination. No target has been selected. The sponsor owes the company $375,000 (due from sponsor). Stock-based compensation of $393,600 was recognized for founder shares granted to independent directors. 125,000 founder shares were forfeited after the over-allotment option expired. Why it matters: For SPAC investors tracking redemption deadlines and trust value, the trust per share of $10.07 provides the redemption floor. The deadline is January 2028. The company expresses substantial doubt about going concern if it cannot complete a deal. Sponsor conduct includes a $375,000 receivable from sponsor and forfeiture of founder shares. No deal progress or target has been identified.
What changed: A Form 12b-25 Notification of Late Filing submitted by X3 Acquisition Corp. Ltd., seeking relief under SEC Rule 12b-25 to delay the submission of its Quarterly Report on Form 10-Q for the period ended March 31, 2026. CFO Kenneth J. Weiller states that the financial statements could not be finalized quickly enough to obtain requisite reviews and signatures before the statutory deadline. The notification confirms that all other periodic reports for the preceding twelve months were filed on time, indicates no anticipated significant change in results of operations, and pledges to deliver the overdue 10-Q within five calendar days following the prescribed due date. Why it matters: The delay withholds quarterly operational data until the deferred filing is received, potentially obscuring sponsor activity or cash utilization during the ongoing search phase. Weiller attributes the hold-up exclusively to timing constraints around financial statement preparation and signature solicitation rather than substantive accounting disputes. Because SPAC investors track these filings to time redemptions and monitor sponsor execution, the gap necessitates reliance on prior disclosures. The registrant has designated Weiller at (612) 457-0070 as the contact point and signed the notification on May 15, 2026, certifying under federal law that omissions do not constitute intentional misstatements.
What changed: Schedule 13G — beneficial ownership report. The filing designates Meteora Capital, LLC as the reporting entity for beneficial ownership of XCBE securities. The excerpt provides no transaction dates, share counts, acquisition costs, or ownership percentages. Consequently, the document contains no information bearing on redemption deadlines, current trust value per share, extension mechanisms, business combination timeline, or sponsor conduct. Why it matters: Identification as a Schedule 13G filer indicates Meteora Capital, LLC crosses or maintains a threshold signifying beneficial ownership of over five percent of XCBE’s outstanding shares, establishing a public reporting baseline. Because the omitted schedule sections detailing the specific percentage, purpose of the transaction, and identity of any joint actors are absent, investors cannot evaluate whether this accumulation signals confidence in a prospective target, introduces voting leverage, or correlates with management activities around the known redemption window. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the excerpt; therefore, no such claims require attribution.
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.
What changed: Form 8-K filed by X3 Acquisition Corp. Ltd. reporting the closing of its initial public offering (IPO), entry into material definitive agreements, appointment of directors, adoption of amended charter, and issuance of related press releases. The SPAC completed its IPO of 20,000,000 units at $10.00 per unit, raising $200,000,000 in gross proceeds (plus $5,000,000 from a private placement of 5,000,000 warrants to the sponsor at $1.00 each). A total of $200,000,000 was deposited into a trust account, establishing a trust value of $10.00 per public share. The company has 24 months from the closing date (January 22, 2026) to complete an initial business combination, i.e., a deadline of January 22, 2028. The sponsor (X3 Acquisition Management LLC) holds 5,750,000 founder shares (Class B) issued for $25,000, subject to a 180-day lockup after a business combination. The private placement warrants are locked up for 30 days post-business combination. A board of directors was appointed, including independent directors, and audit and compensation committees were formed. Standard IPO-related agreements were executed (underwriting, warrant, trust, letter, registration rights, private placement, indemnity, and administrative services). No business combination target has been identified. Why it matters: 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.
What changed: A Form 4 — insider ownership report. The filing discloses no non-derivative transactions or holdings updates. The reporting entity, X3 Acquisition Management LLC, identifies itself in the document as a 10% owner. This zero-activity disclosure leaves the $10.16 trust/share value, the SEARCHING operational status, and the 2028-01-21 deadline mechanically unchanged. Sponsor conduct registers as static, with no reported purchases, sales, or derivative exercises during the reporting window. Why it matters: For investors tracking the 2028-01-21 redemption horizon and trust preservation, this report confirms the sponsor maintained its baseline equity position without signaling near-term capital deployment or liquidity provision. Because the company remains in the search phase and the filing contains no amendment language, target disclosures, or voting instructions, the record functions as a routine position-snapshot rather than a catalyst event. The sole substantive metric—the self-reported 10% ownership—verifies standard promoter structure and continues to imply alignment with long-term business combination execution, absent any recent trading activity that would indicate accelerated due diligence, bridge financing, or early shareholder outreach.
What changed: 424B4 prospectus for the initial public offering of X3 Acquisition Corp. Ltd., a blank check company searching for a business combination target. This is the first public offering document for XCBE. It establishes the terms of the IPO: 20,000,000 units at $10.00 per unit, $200 million trust, 24-month deadline to complete a business combination, 5,750,000 founder shares issued to sponsor at $0.004 per share, 5,000,000 private warrants at $1.00 each, and standard redemption mechanics with a 15% limitation on redemptions if shareholder vote is used. No target has been selected and no substantive discussions have occurred. Why it matters: 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.
What changed: A Form 3 initial statement of beneficial ownership filed by director David H. Lui for X3 Acquisition Corp. Ltd., explicitly disclosing that no non-derivative transactions or holdings are reported. Nothing altered in the trust composition, redemption calendar, or deal progression. The filing states the director holds zero non-derivative equity positions and executed no non-derivative transactions upon reporting. Why it matters: Attested in the 2026-01-21 submission (accession number 0001493152-26-002977), the report confirms the director has not accumulated public shares, signaling no shift in insider alignment or vote leverage ahead of the expiration timeline. The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. It serves as a routine regulatory baseline confirming a null initial holding statement, leaving sponsor conduct and SPAC mechanics unmodified.
What changed: SEC Form 3 — initial statement of beneficial ownership of securities. Director Jeffry H. von Gillern submitted an initial Form 3 explicitly stating 'No non-derivative transactions or holdings reported.' The filing introduces no equity purchases, sales, or derivative exercises by the director, and contains no amendments, resolutions, or side letters that modify the January 21, 2028 liquidation deadline, trust account distribution mechanics, extension voting timelines, target search milestones, or sponsor conduct obligations. Why it matters: The zero-transaction disclosure creates an auditable baseline for the director’s public share and warrant exposure. Although it bears no direct impact on redemption thresholds, trust value calculations, or deal sequencing, it establishes a clear starting position that investors can use to isolate future insider activity when Form 4 reports are filed. Confirming that the director has not altered their capital commitment at inception helps calibrate expectations around board-level alignment and reduces noise when evaluating subsequent trading data against any upcoming extension or business combination timeline.
What changed: Form 3 initial/changes report of beneficial ownership of securities. According to the Form 3 filing dated 2026-01-21, director Smith Nicholas Higgin reported zero non-derivative transactions or holdings for X3 Acquisition Corp. Ltd. This disclosure confirms no adjustments to insider equity positions, leaving the $10.16 per-share trust balance unaffected, keeping the January 21, 2028 redemption deadline intact, and showing no sponsor activity that would indicate merger voting preparation, extension negotiations, or trust drawdown pressure. Why it matters: Because the filing explicitly attributes no transactions to the reporting director, investors cannot infer accelerated target selection, completed due diligence, or a shift in sponsor capital commitment from this document. The static reporting means redemption mechanics, extension timelines, and liquidity thresholds remain unchanged and depend entirely on future corporate announcements rather than confidential insider positioning. Investors must monitor subsequent Forms 4, amendment filings, or definitive business combination agreements to uncover material developments regarding partnership formations, litigation disclosures, personnel changes, or actual SPAC execution milestones.
What changed: A Form 3 initial statement of beneficial ownership (a routine SEC compliance exhibit) filed for X3 Acquisition Corp. Ltd. Per the filing, reporting person Maitland Hudson Toby George Orlando (director, Head of Capital Markets) stated that no non-derivative transactions or holdings were reported. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, or sponsor conduct, this report introduces no structural or timeline developments. As the filing attributes zero non-derivative equity movement to the named director and Head of Capital Markets, insider share concentration remains unchanged and yields no signals regarding the SPAC’s search phase, the $10.16 trust-per-share baseline, the January 21, 2028 conversion window, or upcoming merger activities. The document contains no additional substance; it makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or executive personnel.
What changed: Form 3 — insider ownership report. Director William Nelson Goetzmann submitted a Form 3 disclosing zero non-derivative transactions and zero current holdings in X3 Acquisition Corp. Ltd., leaving insider equity positions unchanged. Why it matters: This routine Section 16(a) compliance filing confirms no shift in director share exposure, so it does not alter the SPAC’s search parameters, trust accounting, redemption mechanics, or liquidation timeline. Beyond the filing itself, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel.
What changed: Form 3 — Insider Ownership Report. According to the filing, reporting person Weiller Kenneth (COO and CFO) disclosed 'No non-derivative transactions or holdings reported.' There were no alterations to insider equity positions, warrant or convertible security exercises, or sponsorship funding commitments that would mechanically impact X3 Acquisition’s capital structure or target search trajectory. Why it matters: This routine compliance exhibit confirms operational continuity in executive behavior and does not generate new triggers for shareholder redemption, trust value maintenance, extension approvals, or deal execution. The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel movements beyond naming Weiller Kenneth as COO and CFO. All observations are directly attributed to the explicit text of the Form 3 and the accompanying issuer metadata. For investors tracking the $10.16 trust value per share, the 2028-01-21 redemption deadline, ongoing deal progress, and sponsor conduct, this filing reinforces baseline stability without introducing near-term catalysts. Although zero transactions were recorded, the submission remains informatively valuable by definitively ruling out undocumented insider accumulation or distribution during the reporting window.
What changed: Form 3 initial statement of beneficial ownership filed by director and Executive Vice President Christopher Joseph Bemis for X3 Acquisition Corp. Ltd. The SEC submission explicitly reports no non-derivative transactions or holdings for Mr. Bemis as of the filing date. Why it matters: This routine compliance exhibit does not adjust the redemption calendar, alter the stated $10.16 trust per share, extend the 2028-01-21 business combination deadline, signal deal progress, or indicate any shift in sponsor conduct. Because the form contains zero reported transactions or equity holdings, it offers no actionable data regarding investor exit windows, liquidity expectations, or executive alignment. No claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes are presented in the filing.
What changed: An SEC Form 3 — insider ownership report, explicitly labeled in the text as an "insider ownership report" submitted to track Section 16 equity positions. According to the filing, Andrew Redleaf (identified in the document as director, Chairman and CEO, and 10% owner) states "No non-derivative transactions or holdings reported." Per the submission, the document contains no updates to redemption calendars, trust account valuations, extension deadlines, or target acquisition milestones. The report records only that the named officer maintains an unchanged equity posture. Why it matters: As documented, the zero-disclosure confirmation establishes a verified baseline for sponsor conduct during the SEARCHING phase. Shareholders monitoring insider positioning receive confirmation from the filing that the chief executive and controlling shareholder has not executed acquisitions or dispositions that would trigger schedule disclosures. The submission does not advance the business combination timeline, alter existing trust parameters, or provide information on customers, revenue, strategy, technology, partnerships, litigation, or additional personnel.
What changed: A Form 3 initial statement of beneficial ownership (insider ownership report) filed on 2026-01-21 for X3 Acquisition Corp. Ltd., submitted by the reporting person X3 Acquisition Management LLC, which the filing identifies as a 10% owner. The document explicitly states that no non-derivative transactions or holdings were reported. Because the 10% owner reported zero equity movements, there is no change to sponsor share counts, conversion rights, or voting blocks that would mechanically alter redemption thresholds, extension vote outcomes, or trust allocation waterfalls. All structural parameters—including the reported trust/share of $10.16 and the 2028-01-21 deadline—remain exactly as previously disclosed, as this filing contains no amendments to warrants, options, or forward purchase agreements. Why it matters: Routine Form 3 submissions serve as baseline attestations of insider equity positions; confirming that the 10% sponsor vehicle holds no recorded non-derivative activity establishes that promoter alignment metrics have not shifted. As the filing contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, investors receive no new signals regarding deal progress or operational developments. The documented absence of reported transactions is itself a material data point for monitoring whether the sponsor maintains its committed equity footprint through the 2028-01-21 deadline without hidden dilution or off-book equity swaps, ensuring transparency ahead of any future business combination vote or trust distribution.
What changed: A Form 8-A registering units, Class A ordinary shares, and warrants for listing on The Nasdaq Stock Market LLC pursuant to Section 12(b) of the Securities Exchange Act of 1934. X3 Acquisition Corp. Ltd. formally registered three new security classes for Nasdaq trading: units (each consisting of one Class A ordinary share and one-half of one redeemable warrant), Class A ordinary shares with a $0.0001 par value, and whole warrants exercisable for one Class A ordinary share at an exercise price of $11.50. The filing incorporates the full security description from the registrant's initial Form S-1 filed September 16, 2025 (File No. 333-290299). It contains no reporting on redemption mechanics, trust account valuations, extension approvals, business combination progress, or sponsor conduct. Why it matters: This filing finalizes the exchange listing requirements for the public capital structure, locking in the $11.50 warrant exercise price and the unit composition referenced in the governing registration statement. Andrew J. Redleaf, Chief Executive Officer, executed the submission on January 20, 2026, but the text makes no claims regarding prospective targets, customer acquisition, revenue streams, addressable market size, intellectual property, strategic alliances, active litigation, or compensation arrangements. Investors tracking the search timeline should note this confirms structural readiness for trading without advancing the developmental calendar or altering distribution waterfalls.
What changed: Form S-1/A (Amendment No. 3), filed as an exhibits-only registration statement on January 15, 2026, registering additional securities for X3 Acquisition Corp. Ltd.’s proposed initial public offering. According to the registration statement, the filing introduces no changes to the redemption schedule, trust account terms, or the January 21, 2028 liquidation deadline; the SPAC remains in the SEARCHING phase. Regarding deal progress and sponsor conduct, the prospectus discloses that on August 18, 2025, the sponsor received 5,750,000 Class B ordinary shares for an aggregate purchase price of $25,000, or $0.004 per share, with up to 750,000 shares subject to forfeiture contingent on the exercise of the underwriters’ over-allotment option. The document sets the maximum offering size at 23,000,000 units, establishing that founder shares will represent approximately 20% of outstanding equity post-offering. To align sponsor and public interests, management commits the sponsor to purchase 5,000,000 private warrants at $1.00 per warrant for $5,000,000 (scaling to 5,450,000 warrants for $5,450,000 if the over-allotment is fully exercised), payable simultaneously with the IPO. Item 14 confirms that officers and directors have contractually waived any claim or recourse against the trust account for services rendered, while Andrew J. Redleaf independently agreed to indemnify them. Beyond mechanics, the filing updates the estimated non-underwriting expenses to a total of $750,000 (itemized as Legal fees and expenses $400,000, Printing and engraving expenses $40,000, Trustee fees and expenses $40,000, Accounting fees and expenses $50,000, SEC/FINRA expenses $110,500, Nasdaq listing fees $80,000, and Miscellaneous $29,500), attaches signed consents for director nominees William N. Goetzmann, David H. Lui, Nicholas H. Smith, and Jeffry H. von Gillern, and includes Exhibit 23.1, a consent from WithumSmith+Brown, PC dated January 15, 2026, authorizing the use of its September 16, 2025 audit report covering the period from inception on July 31, 2025 through August 19, 2025. Why it matters: 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.
What changed: Amendment No. 2 to Form S-1 Registration Statement (exhibits-only filing). This filing does not modify the redemption deadline of 2028-01-21 or the trust value of $10.16 per share. It is an exhibits-only update that attaches Exhibit 4.4, the definitive Warrant Agreement. The warrant terms confirm a $11.50 exercise price, an exercise period beginning 30 days after a business combination and terminating five years later, and conditions requiring an effective registration statement or valid exemption for settlement. Officers and directors are confirmed to have waived all rights to monies in the trust account except via public share ownership. The filing also discloses that up to $1,500,000 in working capital loans from the sponsor or insiders may convert into warrants at $1.00 each. Why it matters: Beyond standard registration mechanics, this filing substantively outlines the sponsor’s equity and warrant commitments prior to pricing. The sponsor acquired 5,750,000 Class B ordinary shares for $25,000 ($0.004 per share), with up to 750,000 subject to forfeiture based on over-allotment, and agreed to buy up to 5,450,000 private placement warrants simultaneously with the IPO at $1.00 per warrant. The registrant estimates $750,000 in non-underwriting issuance expenses (legal $400,000, accounting $50,000, trustee $40,000, SEC/FINRA $110,500, listing $80,000, printing $40,000, miscellaneous $29,500). These disclosed equity positions, warrant dilution pathways, and fixed cash burn targets establish the operational pressure on management to secure a transaction well ahead of the 2028-01-21 deadline, even though the trust mechanics and redemption calendar remain static.
What changed: Amendment No. 1 to Form S-1 registration statement for a new blank check company initial public offering. This is the first amendment to X3 Acquisition Corp. Ltd.'s S-1 for a $200 million IPO of 20,000,000 units at $10.00 per unit. The filing is a preliminary prospectus in its entirety; it contains substantially the complete offering terms for the first time, including: trust of $10.00 per share ($200 million deposited), 24-month deadline (January 2028), financial targets in the financial services industry, management bios, risk factors, dilution calculations, and descriptions of founder shares and sponsor warrants. Why it matters: 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.
What changed: Registration statement on Form S-1 for the initial public offering of X3 Acquisition Corp. Ltd., a blank check company formed to effect a business combination, with no target selected and a stated focus on financial services. This is the initial S-1 filing; no prior registration exists. The document establishes the IPO terms: 20,000,000 units (or 23,000,000 including over-allotment) at $10.00 per unit, each consisting of one Class A share and one-half warrant. Trust proceeds of $10.00 per unit ($200,000,000) will be deposited. The deadline to complete a business combination is 24 months from closing, extendable by shareholder vote without limit. Sponsor purchased 5,750,000 founder shares for $25,000 ($0.004/share) and committed to buy 5,000,000 private warrants at $1.00 each. No target has been identified. The SPAC intends to focus on financial services. Trust per share is $10.00, not $10.16 as previously noted in the status line. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.