X3收购公司有限公司——2026年季度报告

FORM 10-Q (MARK ONE) X3 Acquisition Corp. Ltd. (Exact name of registrant as specified in its charter) Title of each class Units, each consisting of one Class A ordinaryshare and one-half of one redeemable warrantClass A ordinary shares, par value $0.0001 pershareWarrants, each whole warrant exercisable forone Class A ordinary share 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,” “smaller 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 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 parvalue per share and 5,625,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding. PART I - FINANCIAL INFORMATION X3 ACQUISITION CORP. LTD.CONDENSED STATEMENT OF OPERATIONS X3 ACQUISITION CORP. LTD.CONDENSED STATEMENT OF CASH FLOWS Note 1 — Organization and Business Operations X3 Acquisition Corp. Ltd. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company onJuly 31, 2025. The Company was incorporated 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”). The As of March 31. 2026, the Company had not commenced any operations. All activity for the period from July 31, 2025 (inception)through March 31. 2026 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to theInitial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating The Company’s sponsor is X3 Acquisition Management LLC (the “Sponsor”). The registration statement for the Company’sInitial Public Offering was declared effective on January 20, 2026. On January 22, 2026, the Company consummated the Initial PublicOffering of 20,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “Initial Public Offering”), generatinggross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “PublicWarrants”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of On January 26, 2026, the Company consummated the closing of an additional 2,500,000 Units sold pursuant to the underwriters’over-allotment option, generating gross proceeds of $25,000,000. Simultaneously with the consummation of the over-allotment optionon January 26, 2026, the Company also consummated the sale of an additional 375,000 Private Placement Warrants to the Sponsor at a Transactioncosts amounted to$9,571,416,consisting of$3,375,000 of cash underwriting fee,$5,625,000 of deferredunderwriting fee, and $571,416 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal toat least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissionsheld and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a BusinessCombination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or Following the closing of the Initial Public Offering and the partial exercise by the underwriters of their over-allotment option, anamount of $225,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants wereplaced in a U.S.-based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. Thefunds are invested in U.S. government treasury obligations wit