X3 Acquisition Corp Ltd-A美股招股说明书(2026-01-21版)

X3 Acquisition Corp. Ltd. 20,000,000 Units X3 Acquisition Corp. Ltd. is a blank check company incorporated as a Cayman Islands exempted company and formed for the purposeof effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combinationwith one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selectedany business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly orindirectly, with any business combination target. Although we currently intend to focus on target businesses in the financial servicesindustry, we may pursue an acquisition opportunity in any business, industry, sector or geographical location. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary shareand one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at aprice of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants willbe issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after thecompletion of our initial business combination and will expire five years after the completion of our initial business combination orearlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectusto purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against,our initial business combination, all or a portion of their Class A ordinary shares that were sold as part of the units in this offering,which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price,payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trust account, less taxes payable,divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. Theproceeds placed in the trust account and the interest earned thereon will not be used to pay for possible excise tax or any other similarfees or taxes that may be levied on us pursuant to any current, pending or future rules or laws, including without limitation any excisetax due under the Inflation Reduction Act of 2022, for any redemptions or repurchases by us.See“Summary — The Offering —Redemption rights for public shareholders upon completion of our initial business combination” and “Summary — TheOffering — Redemption of public shares and distribution and liquidation if no initial business combination” for moreinformation. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the U.S. Securities ExchangeAct of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability tovote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) foror against our initial business combination.See “Summary — The Offering — Limitation on redemption rights of shareholdersholding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion of certain limitationson redemption rights. Our sponsor, X3 Acquisition Management LLC, has committed to purchase an aggregate of 5,000,000 private warrants (or 5,450,000private warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant for an aggregate purchase price of$5,000,000 (or $5,450,000 if the over-allotment option is exercised in full). Each private warrant will be identical to the publicwarrants sold as part of the units in this offering, except as described in this prospectus. The private warrants will be sold in a privateplacement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable. On August