X3 Acquisition Corp. Ltd. 8-K

What Happened
X3 Acquisition Corp. Ltd. announced that its registration statement was declared effective on January 20, 2026 and that it consummated its initial public offering (IPO) on January 22, 2026. The company sold 20,000,000 units at $10.00 per unit (each unit = one Class A ordinary share and one-half warrant), generating $200,000,000 in gross proceeds. Simultaneously, the company completed a private placement of 5,000,000 private warrants to its sponsor at $1.00 per warrant for $5,000,000. A total of $200,000,000 of net proceeds (which the filing states included $5,000,000 in deferred underwriting commissions) was deposited into a trust account for the benefit of public shareholders.

Key Details

• IPO: 20,000,000 units sold at $10.00 per unit; each whole warrant exercisable at $11.50 per share (subject to adjustments). Registration statement declared effective Jan 20, 2026; IPO closed Jan 22, 2026.
• Private Placement: 5,000,000 private warrants sold to the sponsor at $1.00 each for $5,000,000; private warrants substantially identical to public warrants but carry transfer restrictions and registration rights.
• Trust & timeline: $200,000,000 deposited into a trust account; funds generally locked until (i) completion of an initial business combination, (ii) redemption if no transaction within 24 months of IPO closing (or earlier liquidation date approved by the board), or (iii) redemption in connection with certain shareholder votes. Interest may be released only for taxes and winding-up expenses.
• Governance: Four independent directors appointed (William N. Goetzmann, David H. Lui, Nicholas H. Smith, Jeffry H. von Gillern) with committee assignments set (Audit Committee chaired by David H. Lui; Compensation Committee chaired by William N. Goetzmann). Board organized into three classes with staggered terms.

Why It Matters
This 8-K confirms X3 Acquisition's transition to a public Special Purpose Acquisition Company (SPAC) with $200M held in trust to finance a future business combination. Retail investors should note the amount held in trust, the 24‑month deadline to complete a business combination (after which redemptions may occur), and the existence of sponsor private warrants (which can affect future dilution and shareholder economics). The newly appointed independent board members and committee structure are in place to oversee the search for and approval of a target company. Press releases announcing pricing (Jan 20) and closing (Jan 22) were also issued.