X3 Acquisition Corp. Ltd.

Previous wording

We are a blank check company incorporated in the Cayman Islands on July 31, 2025 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

Current wording

We are a blank check company incorporated as a Cayman Islands exempted company on July 31, 2025 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

Previous wording

We may seek to extend the completion window consistent with applicable laws, regulations and stock exchange rules by amending our amended and restated memorandum and articles of association. Such an amendment would require the approval of our public shareholders, who will be provided the opportunity to redeem all or a portion of their public shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our trust account and our capitalization and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq rules currently require special purpose acquisition companies (such as us) to complete their initial business combination in accordance with the Nasdaq 36-month requirement. If we do not meet the Nasdaq 36-month requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

Current wording

We may seek to extend the Completion Window consistent with applicable laws, regulations and stock exchange rules by amending our amended and restated memorandum and articles of association. Such an amendment would require the approval of our public shareholders, who would be provided the opportunity to redeem all or a portion of their public shares in connection with the vote on such approval. Such redemptions would decrease the amount held in our Trust Account and our capitalization and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq rules currently require special purpose acquisition companies (such as us) to complete their initial business combination in accordance with the Nasdaq 36-month requirement. If we do not meet the Nasdaq 36-month requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

Previous wording

For the three months ended March 31, 2026, we had a net income of $913,196 which consists of interest earned on marketable securities held in Trust Account of $1,486,330, change on overallotment liability of $41,900, offset by compensation expense of $393,600 and general and administrative costs of $221,434.

Current wording

For the six months ended June 30, 2026, we had a net income of $2,757,808 which consisted of interest earned on marketable securities held in Trust Account of $3,489,882, change on over-allotment liability of $41,900, offset by compensation expense of $393,600 and general and administrative costs of $380,374.

Previous wording

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of March 31, 2026, we had $921,248 in cash and working capital surplus of $1,162,945.

Current wording

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of June 30, 2026, we had $644,214 in cash and working capital surplus of $937,597.

Previous wording

For the three months ended March 31, 2026, net cash used in operating activities was $136,680. Net income of $913,196 was affected by interest earned on marketable securities held in Trust Account of $1,486,330, change in Fair Value of Overallotment liability of $41,900, offset by compensation expense of $393,600, payment of operation costs through promissory note of $30,225 and amortization of prepaid expense of $1,085. Changes in operating assets and liabilities used $53,444 of cash for operating activities

Current wording

For the six months ended June 30, 2026, net cash used in operating activities was $413,714. Net income of $2,757,808 was affected by interest earned on marketable securities held in Trust Account of $3,489,882, change in Fair Value of Overallotment liability of $41,900, offset by compensation expense of $393,600, payment of operation costs through promissory note of $30,225 and amortization of prepaid expense of $2,169. Changes in operating assets and liabilities used $65,734 of cash for operating activities.

Previous wording

As of March 31, 2026, we had marketable securities held in the Trust Account of $226,486,330 (including approximately $1,486,330 of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of June 30, 2026, we had marketable securities held in the Trust Account of $228,489,882 (including approximately $3,489,882 of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of March 31, 2026, we had cash of $921,248. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of June 30, 2026, we had cash of $644,214. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. These warrants would be identical to the Private Placement Warrants.

Previous wording

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On January 26, 2026, the Company consummated the closing of an additional 2,500,000 Units sold pursuant to the underwriters’ over-allotment option. The underwriters had 45 days from the date of the Initial Public Offering to purchase the remaining 500,000 Units. On March 6, 2026, the underwriters’ over-allotment option expired for 500,000 Units.

Current wording

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On January 26, 2026, the Company consummated the closing of an additional 2,500,000 Units sold pursuant to the underwriters’ over-allotment option. The underwriters had 45 days from the date of the Initial Public Offering to purchase the remaining 500,000 Units. On March 6, 2026, the underwriters’ over-allotment option for the remaining 500,000 Units expired .