UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2025

X1 Capital Inc.

(Exact Name of Registrant as Specified in its Charter)

814-01672

Maryland

Withheld due

to security concerns

(Commission File Number)

(State or other jurisdiction
of incorporation)

(I.R.S. Employer
Identification No.)

6637 S Winding Brook Dr., Fairhope, AL 36532

(Address of Principal Executive Offices and Zip Code)

Registrant telephone number, including area code: (713)614-7755

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

First, X1 Capital Inc. (“X1”) has formed CBT SF LLC (“CBT”). CBT acquires participating interest in loans issued by banks, with a primary focus on the government guaranteed portion of SBA and USDA loans.

Second, X1, along with its subsidiary CBT, has signed a credit agreement with Woodforest Bank in the amount of $15,000,000.

Third, CBT has raised non-debt financing from a third-party to purchase the participating interest in the loans. This financing is on a loan by loan basis.

Section 1

Registrant’s Business and Operations

X1 has formed CBT SF LLC (“CBT”). CBT acquires participating interest in loans issued by banks, with a primary focus on the government guaranteed portion of SBA and USDA loans.

Item 1.01

Entry into Material Definitive Agreement

X1 along with its subsidiary CBT (collectively, “Company”) has signed a credit agreement with Woodforest Bank This agreement allows the Company to draw down up to $15,000,000 in debt financing to fund bridge loans and purchase of the government guaranteed portion of SBA and USDA loans.

Item 3.02

Unregistered Sale of Equity Securities

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Woodforest Credit Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 25, 2025	X1 Capital Inc.

	By:	/s/ James Hickey
	Name:	James Hickey
	Title:	CEO

Exhibit 10.1

Woodforest Credit Agreement

X1 Capital Inc. 8-K