X3 Acquisition Management LLC 4

What Happened

• X3 Acquisition Management LLC, the issuer's sponsor and a 10% owner, acquired 5,000,000 warrants in a private placement. The warrants were purchased at $1.00 each for an aggregate purchase price of $5,000,000. The transaction was reported on Form 4 with a transaction date of January 22, 2026.
• This was a purchase of derivative securities (warrants), not ordinary shares. Purchases can signal alignment with the company’s prospects, but this transaction reflects the sponsor’s routine private-placement purchase as part of the SPAC structure.

Key Details

• Transaction date: 2026-01-22; reported 2026-01-22 (timely filing).
• Instrument: 5,000,000 private-placement warrants; price paid $1.00 per warrant; total $5,000,000.
• Holdings after transaction: 5,000,000 warrants held by X3 Acquisition Management LLC (the sponsor).
• Footnote details: Each warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share (subject to adjustment). Warrants were sold under a Private Placement Warrants Purchase Agreement dated Jan 20, 2026.
• Exercisability/expiration: Warrants become exercisable 30 days after completion of the issuer’s initial business combination and expire five years after that completion (earlier if redeemed or liquidated).

Context

• These are sponsor-held warrants typical in SPAC transactions; the warrants give the sponsor the right (but not the obligation) to buy Class A shares at $11.50 per share after the SPAC completes a business combination.
• This is an institutional/sponsor transaction (10% owner), not an executive sale or gift, and reflects a private-placement funding step rather than open-market trading.