X3 Holdings Co Ltd-A美股招股说明书(2025-06-04版)

US$$0.00003 per share (the “Class A Ordinary Shares”), at a purchase price of US$0.43 per share to 13 individual investors (collectivelyreferred to as the “Investors”). For a more detailed description of our Ordinary Shares, see the section entitled “Description Of Securities Our Class A Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “XTKG.” On May 28, 2025,the closing price of our Class A Ordinary Shares on Nasdaq was US$1.34 per Ordinary Share.The aggregate market value of our outstanding Ordinary Shares held by non-affiliates, or public float, as of May 13, 2025, wasapproximately $28.95 million, which was calculated based on 13,721,064 Ordinary Shares held by non-affiliates and the price of $2.11 perOrdinary Share, which was the closing price of our Ordinary Shares on Nasdaq on May 13, 2025.Pursuant to General Instruction I.B.5 of FormF-3. We have not offered any securities pursuant to General Instruction I.B.5 during the prior 12 calendar month period that ends on,and includes, the date of this prospectus supplement. company reporting requirements.In this prospectus supplement, “we,” “us,” “our company,” “the Company” and “our” refer to X3 Holdings Co., Ltd. and itssubsidiaries and consolidated affiliated entities, and in the context of describing our consolidated financial information.Investing in our securities involves a significant degree of risk. See “Risk Factors” beginning on pageS-13 of this (1)before giving effect of the one-to-six reverse stock split, which was approved by the extraordinary general meeting of theshareholders on February 10, 2025. equity interest in any operating company but instead are acquiring interest in a Cayman Islands holding company. This holding companystructure involves unique risks to investors. As a holding company, we may rely on dividends from our subsidiaries for cash requirements,including any payment of dividends to our shareholders. The ability of our subsidiaries to pay dividends or make distributions to us may berestricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. Inaddition, PRC regulatory authorities could disallow this holding company structure and limit or hinder our ability to conduct our businessthrough, receive dividends or distributions from, or transfer funds to, the operating companies or list on a U.S. or other foreign exchange,which could cause the value of our securities to significantly decline or become worthless. See “Prospectus Supplement Summary —Cash foreign investment in, China-based issuers, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy. It remainsuncertain how PRC government authorities will regulate overseas listings and offerings in general and whether we can fully comply withthe applicable regulatory requirements, including completing filings with the China Securities Regulatory Commission, or the CSRC, andwhether we are required to complete other filings or obtain any specific regulatory approvals from the CSRC, the CyberspaceAdministration of China, or the CAC, or any other PRC government authorities for our overseas offerings and listings, as applicable. Inaddition, if future regulatory developments mandate clearance of cybersecurity review or other specific actions to be completed by China-based companies listed on foreign stock exchanges, such as us, we face uncertainties as to whether such clearance can be timely obtained,or at all. These risks may impact our ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on astock exchange in the United States or any other foreign country. These risks could result in a material adverse change in our operationsand the value of our ClassA Ordinary Shares, significantly limit or completely hinder our ability to continue to offer securities toinvestors, or cause the value of such securities to significantly decline or become worthless. For a detailed description of risks relating todoing business in China, see “Item3. Key Information — D. Risk Factors — Risks Related to Doing Business in China” in our annualreport on Form 20-F for the year ended December31, 2024 (“2024 Form 20-F”). denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, whichwould materially affect the interest of the investors” in our 2024 Form 20-F.Risks and uncertainties regarding the interpretation and enforcement of laws and quickly evolving rules and regulations in China,could result in a material adverse change in our operations and the value of our ClassA Ordinary Shares. For more details, see “Item3.Key Information — D. Risk Factors — Risks Related to Doing Business in China — Uncertainties with respect to the PRC legal system,including uncertaintiesregarding the interpretation and enforcement of laws, andsudden or unexpectedchanges in laws