X3 Acquisition Corp. Ltd. 8-K

What Happened

• X3 Acquisition Corp. Ltd. announced it completed its initial public offering (IPO) of 20,000,000 units at $10.00 per unit on January 22, 2026 (gross $200,000,000). Each Unit consists of one Class A ordinary share and one-half of one warrant.
• The underwriters had a 45‑day option to purchase up to 3,000,000 additional Units and on January 26, 2026 exercised that option in part, purchasing 2,500,000 additional Units for $25,000,000.
• Simultaneously with the IPO closing, the Sponsor purchased 5,000,000 private warrants at $1.00 each ($5,000,000). On January 26, 2026 the Sponsor also purchased an additional 375,000 private warrants for $375,000. Each warrant (public and private) entitles the holder to buy one Class A share at $11.50 per share, subject to adjustment.
• The company placed a total of $225,000,000 of net proceeds from the IPO (including the over‑allotment) and the private placements into a trust account for the benefit of public shareholders. A pro‑forma balance sheet reflecting the over‑allotment exercise was filed as Exhibit 99.1.

Key Details

• IPO size: 20,000,000 Units at $10.00 each = $200,000,000 gross (Jan 22, 2026).
• Over‑allotment: Underwriters exercised 2,500,000 of a 3,000,000‑unit option on Jan 26, 2026 for $25,000,000.
• Sponsor private warrants: 5,000,000 warrants ($5,000,000) + 375,000 warrants ($375,000) purchased; strike price $11.50 per share.
• Trust funding: $225,000,000 of net proceeds held in trust for public shareholders.

Why It Matters

• The company is now a publicly listed blank‑check (SPAC) vehicle with $225M held in trust to pursue a merger or acquisition target — that’s the capital pool available for potential transactions.
• The partial over‑allotment increased the cash in trust by $25M, which can affect deal size and runway.
• Private warrants held by the Sponsor (purchased in private placements) can lead to future dilution if exercised; their terms (including the $11.50 strike) are the same as the public warrants.
• This 8‑K reports capital‑raising and capital‑structure items (IPO, over‑allotment, private placements) — not operating results or a target acquisition. Investors should monitor future filings for deal announcements, financials, or changes in sponsor/management arrangements.