Home/Filings/4/0001493152-26-003249
4//SEC Filing

REDLEAF ANDREW 4

Accession 0001493152-26-003249

CIK 0002083493other

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 4:30 PM ET

Size

6.6 KB

Accession

0001493152-26-003249

Research Summary

AI-generated summary of this filing

Updated

X3 Acquisition (XCBE) 10% Owner Andrew Redleaf Acquires 5M Warrants

What Happened

  • Andrew Redleaf, reported as a 10% owner (authorized person for X Cubed Capital Management LLC), disclosed a private-placement purchase of 5,000,000 warrants issued by X3 Acquisition Corp. Ltd. The warrants were purchased at $1.00 each for an aggregate $5,000,000.
  • The purchase was made by the Issuer's sponsor (X3 Acquisition Management LLC), not directly by Mr. Redleaf. The warrants are derivatives that entitle the holder to buy one Class A ordinary share at $11.50 per share (subject to adjustment).

Key Details

  • Transaction date: 2026-01-22 (Filed 2026-01-22).
  • Transaction type/code: P (Purchase) — private placement warrants.
  • Price: $1.00 per warrant; Total consideration: $5,000,000.
  • Instruments acquired: 5,000,000 warrants (derivative securities).
  • Warrants become exercisable 30 days after the completion of the issuer’s initial business combination and expire five years after that combination (or earlier upon redemption/liquidation).
  • Shares/warrants held after transaction: 5,000,000 warrants owned by the Sponsor (as reflected in the filing).
  • Beneficial ownership note: Mr. Redleaf is the authorized person of the Sponsor’s manager and disclaims beneficial ownership of the Sponsor’s securities except to the extent of any pecuniary interest.
  • Filing timeliness: Filed same day as the reported transaction date; no late filing indicated.

Context

  • These are sponsor private-placement warrants commonly issued in SPAC transactions. They are derivative rights to purchase ordinary shares at a set exercise price ($11.50) and are exercisable only after the SPAC completes its initial business combination.
  • Because the purchase was executed by the Sponsor (an institutional entity) and Mr. Redleaf disclaims beneficial ownership beyond any pecuniary interest, this should be read as sponsor-level activity rather than a personal insider buy. Purchases by sponsors are typical in SPAC financings and do not necessarily reflect the personal trading intent of the named individual.

Insider Transaction Report

Form 4
Period: 2026-01-22
REDLEAF ANDREW
DirectorChairman and CEO10% Owner
Transactions
  • Purchase

    Warrants to purchase Class A Ordinary Shares

    [F1][F2]
    2026-01-22+5,000,0005,000,000 total(indirect: See Footnote)
    Exercise: $11.50Class A Ordinary Shares (5,000,000 underlying)
Footnotes (2)
  • [F1]Reflects the 5,000,000 warrants owned by X3 Acquisition Management LLC, the Issuer's sponsor (the "Sponsor"). Each warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The warrants were purchased pursuant to a Private Placement Warrants Purchase Agreement, dated January 20, 2026, by and between the Sponsor and the Issuer, at $1.00 per warrant for an aggregate purchase price of $5,000,000. Andrew Redleaf is the authorized person of X Cubed Capital Management LLC, the managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Redleaf disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
  • [F2]The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.
Signature
/s/ Andrew Redleaf|2026-01-22

Documents

1 file

Issuer

X3 Acquisition Corp. Ltd.

CIK 0002083493

Entity typeother

Related Parties

1
  • filerCIK 0001137294

Filing Metadata

Form type
4
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 4:30 PM ET
Size
6.6 KB