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X3 Acquisition Corp. Ltd.

For the period ended Mar 31, 2026. Filed May 20, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 20, 2026

XCBE$10.02-0.1%Stored close · as of Nov 5, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31,2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number:001-43061

X3 Acquisition Corp. Ltd.

(Exact name of registrant as specified in its charter)

Cayman Islands98-1877158
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3033 Excelsior Blvd, Suite 343 Minneapolis, MN55416
(Address of principal executive offices)(Zip Code)

612-457-0070

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrantXCBEUThe Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per shareXCBEThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary shareXCBEWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐

As of May 19, 2026, there were 22,500,000 Class A ordinary shares (inclusive of shares included in outstanding units), $0.0001 par value per share and 5,625,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

Page
Part I. Financial Information
Item 1. Financial Statements1
Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251
Condensed Statement of Operations for the Three Months Ended March 31, 2026 (Unaudited)2
Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 (Unaudited)3
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2026 (Unaudited)4
Notes to Condensed Financial Statements (Unaudited)5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations16
Item 3. Quantitative and Qualitative Disclosures About Market Risk18
Item 4. Controls and Procedures18
Part II. Other Information
Item 1. Legal Proceedings19
Item 1A. Risk Factors19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds19
Item 3. Defaults Upon Senior Securities19
Item 4. Mine Safety Disclosures19
Item 5. Other Information19
Item 6. Exhibits20
Signatures21
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.