X3 Acquisition Corp Ltd-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 ☐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 ofincorporation or organization)(I.R.S. EmployerIdentification No.) 612-457-0070(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Units, each consisting of one Class A ordinary shareand one-half of one redeemable WarrantClass A ordinary shares, par value $0.0001 per shareWarrants, each whole warrant exercisable for oneClass A ordinary share Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ As of June 30, 2025 (the last business day of the registrant’s most recently completedsecond fiscal quarter), the aggregate marketvalue of the voting and non-voting common equity held by non-affiliates of the registrant was N/A. As of March 23, 2026, the registrant had 22,500,000 Class A ordinary shares, par value $0.0001 per share outstanding (inclusiveof shares included in outstanding units) and 5,625,000 Class B ordinary shares, par value $0.0001 per share outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1PART IItem 1.Business2Item 1A.Risk Factors7Item 1B.Unresolved Staff Comments7Item 1C.Cybersecurity7Item 2.Properties7Item 3.Legal Proceedings7Item 4.Mine Safety Disclosures7PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities8Item 6.[Reserved]8Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.9Item 7A.Quantitative and Qualitative Disclosures About Market Risk11Item 8.Financial Statements and Supplementary Data11Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure11Item 9A.Controls and Procedures11Item 9B.Other Information12Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections12PART IIIItem 10.Directors, Executive Officers and Corporate Governance13Item 11.Executive Compensation18Item 12.Secur