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10-K true 2025-12-31 --12-31 2025 false 001-43061 X3 ACQUISITION CORP. LTD. E9 98-1877158 3033 Excelsior Blvd Suite 343 Minneapolis MN 55416 612 457-0070 Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant XCBEU NASDAQ Class A ordinary shares, par value $0.0001 per share XCBE NASDAQ Warrants, each whole warrant exercisable for one Class A ordinary share XCBEW NASDAQ No No No Yes Non-accelerated Filer true true false false false true 0 22500000 0.0001 5625000 0.0001 None. We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_903_ecyd--CybersecurityRiskManagementProcessesIntegratedFlag_dbF_c20250731__20251231_z9sbUTroZCj2">not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. false Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our IPO. true true 100 We have audited the accompanying balance sheet of X3 Acquisition Corp. Ltd. (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from July 31, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from July 31, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. WithumSmith+Brown, PC New York, New York

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<p id="xdx_807_eus-gaap--OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock_zjgYw7V3m9Q4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0pt 0pt 0; text-align: justify">Note 1 — Organization and Business Operations X3 Acquisition Corp. Ltd. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 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 Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from July 31, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is X3 Acquisition Management LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 20, 2026. On January 22, 2026, the Company consummated the Initial Public Offering of <span id="xdx_907_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z5ewHSqmE6mj" title="Number of shares issued">20,000,000 units at $<span id="xdx_90B_eus-gaap--SharesIssuedPricePerShare_iI_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zZBGH8SU92J5" title="Share price">10.00 per unit (the “Units”), which is discussed in Note 3 (the “Initial Public Offering”), generating gross proceeds of $<span id="xdx_90D_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z1Cnx2IvPoC9" title="Gross proceeds issuance initial public offering">200,000,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Public Warrants”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of <span id="xdx_907_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zJcYV20hTdqk" title="Private placement warrants">5,000,000 private placement warrants (the “Private Warrants”) to the Sponsor in a private placement, at a price of $<span id="xdx_90B_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zphI86tvm0R8" title="Private placement warrants per share">1.00 per Private Placement Warrant, or $<span id="xdx_903_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zati0oNboA4l" title="Private placement warrants aggregate">5,000,000 in the aggregate. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $<span id="xdx_903_eus-gaap--SaleOfStockPricePerShare_iI_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z5RUUgaCbhib" title="Sale of stock per share">11.50 per share, subject to adjustment. On January 26, 2026, the Company consummated the closing of an additional <span id="xdx_905_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zMsTU7LRHdIe" title="Number of shares issued">2,500,000 Units sold pursuant to the underwriters’ over-allotment option, generating gross proceeds of $<span id="xdx_90A_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zmUHlT34eGzj" title="Gross proceeds of over allotment option">25,000,000. Simultaneously with the consummation of the over-allotment option on January 26, 2026, the Company also consummated the sale of an additional <span id="xdx_90D_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zDDQTdeKsYj1" title="Sale of private warrants, shares">375,000 Private Warrants to the Sponsor at a price of $<span id="xdx_904_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z4X9ev5jKke6" title="Private placement warrants per share">1.00 per Private Placement Warrant, generating gross proceeds of $<span id="xdx_904_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zZGtugywICYc" title="Gross proceeds private warrants">375,000. Transaction costs amounted to $9,571,416, consisting of $3,375,000 of cash underwriting fee, $5,625,000 of deferred underwriting 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 to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions held and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering and the partial over-allotment option, an amount of $225,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Warrants were placed in a U.S. based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as our board of directors may approve or such other time period in which the Company must complete an initial Business Combination pursuant to an amendment to its amended and restated memorandum and articles of association (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. X3 ACQUISITION CORP. LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the 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. The amount in the Trust Account is initially $10.00 per public share. The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes, if any, and less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Completion Window. The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination transaction). The Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable and up to $100,000 to pay dissolution expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Liquidity and Capital Resources The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $400,000 (see Note 5). As of December 31, 2025, the Company had no cash and a working capital deficit of $280,425. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use amounts held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Warrants. As of December 31, 2025, no such Working Capital Loans were outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company completed its Initial Public Offering on January 22, 2026 and the sale of additional Units as a result of the partial exercise by the underwriters of their over-allotment option on January 26, 2026, at which time the capital in excess of the funds deposited in Trust Account and/or used to fund offering costs and other expenses was released to the Company for general capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has until the Completion Window to complete the initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering, the sale of the Private Warrants, the sale of additional Units, and the sale of additional Private Warrants as a result of the partial exercise by the underwriters of their over-allotment option, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. X3 ACQUISITION CORP. LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash or cash equivalents as of December 31, 2025. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Deferred Offering Costs The Company complies with the requirements of the FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. On January 22, 2026, upon completion of the Initial Public Offering, offering costs allocated to the public shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Public Warrants and Private Warrants were charged to shareholders’ deficit as Public Warrants and Private Warrants, after management’s evaluation, are accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of <span id="xdx_904_eus-gaap--StockIssuedDuringPeriodSharesShareBasedCompensationForfeited_c20250818__20250818__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z0g6mCShRBv7" title="Number of shares forfeiture">750,000 ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters. On January 23, 2026, the underwriters partially exercised their over-allotment option and the sale of Units pursuant thereto was consummated on January 26, 2026 resulting in <span id="xdx_907_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_ztBnMoGdKiAc" title="Founder shares">625,000 founder shares no longer subject to forfeiture. As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. X3 ACQUISITION CORP. LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and are be accounted for as a liability pursuant to FASB ASC Topic 480 since the underwriters’ over-allotment was not fully exercised at the time of the Initial Public Offering. As of December 31, 2025, there is no over-allotment option liability recognized in the Company’s balance sheet. On January 22, 2026, the Company recognized a total of $<span id="xdx_901_ecustom--DerivativeLiabilitiesFairValue_iI_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zry593HAlu89" title="Recognized fair value of derivative liabilities">251,400 of over-allotment option liability. On January 26, 2026, the Company reduced the over-allotment option liability by $<span id="xdx_90C_ecustom--StockIssuedDuringPeriodValueOverAllotmentOptionExercised_iI_c20260122__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z8Y6D9YlPr9f" title="Reduced over-allotment option liability">209,500 as a result of the partial exercise by the underwriters of their over-allotment option. The remaining underwriters’ over-allotment option expired on March 6, 2026, and the Company closed the remaining $<span id="xdx_903_eus-gaap--AdjustmentsToAdditionalPaidInCapitalOther_c20260306__20260306__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zZr4v8PSxwOa" title="Remaining over-allotment option liability">41,900 over-allotment option liability against accumulated deficit. Warrant Instruments The Company accounts for the Public Warrants and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. There were no Public Warrants or Private Warrants outstanding as of December 31, 2025. Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation”, guidance to account for its share-based compensation. It applies a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued by multiplying the marketable value per founder share (defined in Note 5) by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. X3 ACQUISITION CORP. LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025

Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Liquidity and Capital Resources The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $400,000 (see Note 5). As of December 31, 2025, the Company had no cash and a working capital deficit of $280,425. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use amounts held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Warrants. As of December 31, 2025, no such Working Capital Loans were outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company completed its Initial Public Offering on January 22, 2026 and the sale of additional Units as a result of the partial exercise by the underwriters of their over-allotment option on January 26, 2026, at which time the capital in excess of the funds deposited in Trust Account and/or used to fund offering costs and other expenses was released to the Company for general capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has until the Completion Window to complete the initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering, the sale of the Private Warrants, the sale of additional Units, and the sale of additional Private Warrants as a result of the partial exercise by the underwriters of their over-allotment option, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements.

400000

280425

1500000

1.00

Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash or cash equivalents as of December 31, 2025.

Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

250000

Deferred Offering Costs The Company complies with the requirements of the FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. On January 22, 2026, upon completion of the Initial Public Offering, offering costs allocated to the public shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Public Warrants and Private Warrants were charged to shareholders’ deficit as Public Warrants and Private Warrants, after management’s evaluation, are accounted for under equity treatment.

Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of <span id="xdx_904_eus-gaap--StockIssuedDuringPeriodSharesShareBasedCompensationForfeited_c20250818__20250818__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z0g6mCShRBv7" title="Number of shares forfeiture">750,000 ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters. On January 23, 2026, the underwriters partially exercised their over-allotment option and the sale of Units pursuant thereto was consummated on January 26, 2026 resulting in <span id="xdx_907_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_ztBnMoGdKiAc" title="Founder shares">625,000 founder shares no longer subject to forfeiture. As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented.

750000

625000

Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. X3 ACQUISITION CORP. LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and are be accounted for as a liability pursuant to FASB ASC Topic 480 since the underwriters’ over-allotment was not fully exercised at the time of the Initial Public Offering. As of December 31, 2025, there is no over-allotment option liability recognized in the Company’s balance sheet. On January 22, 2026, the Company recognized a total of $<span id="xdx_901_ecustom--DerivativeLiabilitiesFairValue_iI_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zry593HAlu89" title="Recognized fair value of derivative liabilities">251,400 of over-allotment option liability. On January 26, 2026, the Company reduced the over-allotment option liability by $<span id="xdx_90C_ecustom--StockIssuedDuringPeriodValueOverAllotmentOptionExercised_iI_c20260122__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z8Y6D9YlPr9f" title="Reduced over-allotment option liability">209,500 as a result of the partial exercise by the underwriters of their over-allotment option. The remaining underwriters’ over-allotment option expired on March 6, 2026, and the Company closed the remaining $<span id="xdx_903_eus-gaap--AdjustmentsToAdditionalPaidInCapitalOther_c20260306__20260306__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zZr4v8PSxwOa" title="Remaining over-allotment option liability">41,900 over-allotment option liability against accumulated deficit.

251400 209500

41900

Warrant Instruments The Company accounts for the Public Warrants and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. There were no Public Warrants or Private Warrants outstanding as of December 31, 2025.

Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation”, guidance to account for its share-based compensation. It applies a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued by multiplying the marketable value per founder share (defined in Note 5) by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 — Initial Public Offering In the Initial Public Offering on January 22, 2026, the Company sold <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zSoEzhKm5P9j" title="Number of shares sold">20,000,000 Units at a purchase price of $<span id="xdx_905_eus-gaap--SharesIssuedPricePerShare_iI_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zKcLkZ6xYmid" title="Share price">10.00 per Unit for a total of $<span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zp4kVGIdiTi5" title="Initial public offering value">200,000,000. On January 26, 2026, the Company consummated the closing of an additional <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z36JaLzMHBk" title="Shares new issues">2,500,000 Units sold pursuant to the underwriters’ over-allotment option, generating gross proceeds of $<span id="xdx_90E_eus-gaap--ProceedsFromIssuanceOrSaleOfEquity_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zsg5mQikeLhl" title="Gross proceeds from sale of stock">25,000,000. Each Unit has a price of $<span id="xdx_907_eus-gaap--SaleOfStockPricePerShare_iI_c20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zVzTnRayTQ61" title="Sale of stock, par share">10.00 and consists of one Class A ordinary share and one-half of one redeemable Public Warrant. <span id="xdx_90D_eus-gaap--SaleOfStockDescriptionOfTransaction_c20260126__20260126__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_z3kQNSTuRWri" title="Initial public offering description">Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $<span id="xdx_90B_eus-gaap--SaleOfStockPricePerShare_iI_c20260122__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zLaa7eEQSvU4" title="Share price">11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Warrants As of December 31, 2025, there were no warrants issued or outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $<span id="xdx_904_eus-gaap--SaleOfStockPricePerShare_iI_c20260122__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_z73fchgaZEFd" title="Share price">11.50 per share, subject to adjustment. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixty-first (61st) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 The Company may redeem the outstanding warrants: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">in whole and not in part;</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">at a price of $0.01 per warrant;</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders.</td></tr> </table> X3 ACQUISITION CORP. LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision, reorganizations, recapitalizations or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. In addition, if (x) <span id="xdx_90B_eus-gaap--ClassOfWarrantOrRightReasonForIssuingToNonemployees_c20250731__20251231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zmCGBhjaJXxg" title="Description of warrant or right issued">the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $<span id="xdx_90F_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20251231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__srt--RangeAxis__srt--MaximumMember_z3UU7NNGV6ac" title="Warrant exercise price">9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and the Initial Public Offering), and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $<span id="xdx_90F_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20251231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember__srt--RangeAxis__srt--MaximumMember_zhSIz2O0ROfb" title="Warrant exercise price">9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event (the “Alternative Issuance”). If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of securities in the successor entity that are listed for trading on a national securities exchange or quoted in an established over-the-counter market, or are to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants. X3 ACQUISITION CORP. LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025

20000000

10.00

200000000

2500000

25000000

10.00

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

11.50

0.01

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”);

18.00

the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and the Initial Public Offering), and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

9.20

18.00

Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of <span id="xdx_90A_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zwkKpBjDiNQe" title="Sale of private placement warrants, shares">5,000,000 Private Warrants, at a purchase price of $<span id="xdx_904_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zGs2fO4O2FHe" title="Share price">1.00 per Private Placement Warrant, or $<span id="xdx_909_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zgSalWNPseSh" title="Private placement warrants">5,000,000 in the aggregate, in a private placement. Simultaneously with the closing of the over-allotment option on January 26, 2026, the Company also consummated the sale of an additional<span id="xdx_904_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zJlhlYR6WvDf" title="Sale of private warrants, shares"> 375,000 Private Warrants to the Sponsor at a price of $<span id="xdx_90E_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zajYnk55t8T2" title="Share price">1.00 per Private Warrant, generating gross proceeds of $<span id="xdx_903_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zuHHjeBJmywe" title="Gross proceeds warrants">375,000. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $<span id="xdx_903_eus-gaap--SaleOfStockPricePerShare_iI_c20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zdhhk3U89Yqk" title="Sale of stock per share">11.50 per share, subject to adjustment. The Private Warrants are identical to the Public Warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor, or their permitted transferees, the Private Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) will be entitled to registration rights.

5000000

1.00

5000000

375000

1.00

375000

11.50

Note 5 — Related Party Transactions Founder Shares On August 18, 2025, the Company issued <span id="xdx_907_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20250818__20250818__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__srt--TitleOfIndividualAxis__custom--SponsorsMember_fKDEp_zatRjY0SU4B5">5,750,000 founders shares to the Sponsor in exchange for a capital contribution of $<span id="xdx_902_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20250818__20250818__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__srt--TitleOfIndividualAxis__custom--SponsorsMember_fKDEp_z3FErs9U0F7g">25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses. Up to <span id="xdx_905_eus-gaap--StockIssuedDuringPeriodSharesShareBasedCompensationForfeited_c20250818__20250818__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zGLdgQT3GZh4">750,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On January 23, 2026, the underwriters partially exercised their over-allotment option and the sale of Units pursuant thereto was consummated on January 26, 2026, resulting in <span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zAODChjdyxQ7">625,000 founder shares no longer subject to forfeiture. The remaining underwriters’ over-allotment option expired on March 6, 2026, resulting in <span id="xdx_906_eus-gaap--StockIssuedDuringPeriodSharesShareBasedCompensationForfeited_c20260306__20260306__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--FounderMember_zw3OfqcPeQXi" title="Number of shares forfeiture">125,000 founder shares being forfeited to the Company. On January 22, 2026, the Sponsor granted membership interests equivalent to an aggregate of <span id="xdx_908_eus-gaap--CommonStockCapitalSharesReservedForFutureIssuance_iI_c20260122__us-gaap--StatementClassOfStockAxis__custom--FounderSharesMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__srt--TitleOfIndividualAxis__srt--DirectorMember_zIU0zTh7wWx2" title="Aggregate of shares granted">160,000 founder shares to the independent directors of the Company. The membership interests in founder shares granted to the independent directors are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value on the assignment date. The founder shares have an aggregate fair value of $<span id="xdx_90E_eus-gaap--FairValueOptionAggregateDifferencesLongTermDebtInstruments_iI_c20260122__us-gaap--StatementClassOfStockAxis__custom--FounderSharesMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zUzQnDR8J6cc" title="Shares aggregate fair value">393,600 or $<span id="xdx_903_eus-gaap--SharesIssuedPricePerShare_iI_c20260122__us-gaap--StatementClassOfStockAxis__custom--FounderSharesMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zxprlP6P6Bjd" title="Shares aggregate per shares">2.46 per share. The Company recognized share-based compensation expense of $<span id="xdx_90C_eus-gaap--ShareBasedCompensation_c20260122__20260122__us-gaap--StatementClassOfStockAxis__custom--FounderSharesMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zn2hKUO07ZV7" title="Stock based compensation expense">363,600 on January 22, 2026. The Company established the fair value of founder shares using Monte Carlo Simulation Model prepared by a third party valuation firm, which takes into consideration the following market assumptions; (i) implied share price of $<span id="xdx_903_eus-gaap--SharePrice_iI_c20260122__us-gaap--StatementClassOfStockAxis__custom--FounderSharesMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zOP9xmyDF18j" title="Implied share price">9.85, and (ii) probability of De-SPAC and instrument-specific market adjustment of <span id="xdx_90A_ecustom--InstrumentSpecificMarketAdjustmentPercentage_c20260122__20260122__us-gaap--StatementClassOfStockAxis__custom--FounderSharesMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__srt--TitleOfIndividualAxis__srt--DirectorMember_zJPXBz2t7Pld" title="Instrument specific market adjustment, percent">25.0%. With certain limited exceptions, the Company’s initial shareholders agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) 180 days after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares. Promissory Note — Related Party On August 5, 2025, the Sponsor had agreed to loan the Company an aggregate of up to $<span id="xdx_90A_eus-gaap--DebtInstrumentFaceAmount_iI_c20250805__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--ShortTermDebtTypeAxis__custom--PromissoryNoteMember_zWKLNpETPAg3" title="Aggregate amount">400,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of November 1, 2026, the date on which the Company consummates the Initial Public Offering, or the date on which the Company determines not to proceed with the Initial Public Offering. As of December 31, 2025, there was $255,958 outstanding under the Promissory Note. The outstanding amount of $<span id="xdx_908_eus-gaap--DebtInstrumentRepaidPrincipal_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--ShortTermDebtTypeAxis__custom--PromissoryNoteMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zRWLG6UyDV3k" title="Outstanding amount repaid">286,183 was repaid at the closing of the Initial Public Offering on January 22, 2026. Borrowings under the note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use amounts held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Warrants. As of December 31, 2025, no such Working Capital Loans were outstanding. X3 ACQUISITION CORP. LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Administrative Services Agreement Commencing on January 20, 2026, the Company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $<span id="xdx_90E_eus-gaap--PaymentForAdministrativeFees_c20260120__20260120__us-gaap--TypeOfArrangementAxis__custom--AdministrativeServicesAgreementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z7iocMgqM9Ja" title="Payment of administrative service amount">10,000 per month for office space, utilities and secretarial and administrative support. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. As of December 31, 2025, such arrangement had not been executed, and the Company did not incur any fees for these services.

5750000

25000

0.004

750000

625000

125000

160000

393600

2.46

363600

9.85

0.250

400000

255958

286183

1500000

1.00

10000

Note 6 — Commitments and Contingencies Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Registration Rights The holders of the founder shares, the Private Warrants and the Class A ordinary shares underlying such Private Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters’ Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional <span id="xdx_90B_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20250731__20251231__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--TypeOfArrangementAxis__custom--UnderwritingAgreementMember_zdqGu6DnruTe" title="Stock issued during the period, shares">3,000,000 Units to cover over-allotments, if any. On January 26, 2026, the Company consummated the closing of an additional <span id="xdx_902_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--TypeOfArrangementAxis__custom--UnderwritingAgreementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zxDLqi3BsNol" title="Stock issued during the period, shares">2,500,000 Units sold pursuant to the underwriters’ over-allotment option. The remaining underwriters’ over-allotment option expired on March 6, 2026. The underwriters were entitled to a cash underwriting discount of <span id="xdx_90D_ecustom--CashUnderwritingDiscountPercentage_iI_dp_uPure_c20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zKNTvo35C2I2" title="Cash underwriting discount percentage">1.50% of the gross proceeds of the Initial Public Offering, or $<span id="xdx_904_ecustom--CashUnderwritingDiscount_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zyaAYtR0nID4" title="Cash underwriting discount">3,375,000 in the aggregate, which was paid at the closing of the Initial Public Offering and during the partial exercise of the over-allotment option. Additionally, the underwriters are entitled to a deferred underwriting discount of <span id="xdx_90E_ecustom--DeferredUnderwritingDiscountPercentage_iI_pid_dp_uPure_c20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zPNbsSC1DOrf" title="Deferred underwriting discount percentage">2.50% of the gross proceeds of the Initial Public Offering, or $<span id="xdx_907_ecustom--DeferredUnderwritingDiscount_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zBRU7GpDPTf8" title="Deferred underwriting discount">5,625,000 in the aggregate, and is payable to the underwriters based on the total amount of funds remaining in the <span id="xdx_907_eus-gaap--UnderwritingCommitments_c20260126__20260126__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_znbt8MMloUTb" title="deferred underwriting commission">Trust Account after redemptions of public shares; provided that the underwriters have agreed to waive their rights to the deferred underwriting commissions if the Trust Account is less than $70 million on the closing date of the initial Business Combination.

3000000

2500000

0.0150 3375000 0.0250 5625000

Trust Account after redemptions of public shares; provided that the underwriters have agreed to waive their rights to the deferred underwriting commissions if the Trust Account is less than $70 million on the closing date of the initial Business Combination

70000000

Note 7 — Shareholder’s Deficit Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. On August 18, 2025, the Company issued <span id="xdx_903_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20250818__20250818__srt--TitleOfIndividualAxis__custom--SponsorsMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z3G6UCFQl102" title="Ordinary shares issued, shares">5,750,000 Class B ordinary shares to the Sponsor for $<span id="xdx_907_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20250818__20250818__srt--TitleOfIndividualAxis__custom--SponsorsMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z8rRwWwWtjI7" title="Ordinary shares issued, value">25,000, or approximately $<span id="xdx_90D_eus-gaap--SaleOfStockPricePerShare_iI_c20250818__srt--TitleOfIndividualAxis__custom--SponsorsMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zRGDG7xZwe06" title="Price per share">0.004 per share. As of December 31, 2025, there were 5,750,000 Class B ordinary shares issued and outstanding. On January 23, 2026, the underwriters partially exercised their over-allotment option and the sale of Units pursuant thereto was consummated on January 26, 2026, resulting in <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zOIhbsY8V6Zg">625,000 founder shares no longer subject to forfeiture. The remaining underwriters’ over-allotment option expired on March 6, 2026, resulting in <span id="xdx_906_eus-gaap--StockIssuedDuringPeriodSharesShareBasedCompensationForfeited_c20260306__20260306__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--FounderMember_z9T1KyGrLs3" title="Number of shares forfeiture">125,000 founder shares being forfeited to the Company. X3 ACQUISITION CORP. LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, approximately <span id="xdx_907_ecustom--SharesIssuableUponConversionPercentage_iI_pid_dp_uPure_c20251231__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zx4ZV1bRi2O4" title="Shares issuable upon conversion percentage">20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

5000000

0.0001

500000000

0.0001

50000000

0.0001

5750000

25000

0.004

5750000

625000

125000

0.20

(i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Note 8 — Segment Information FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: Schedule of Segment Information <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49E_20251231_znRztYt45JXf" style="border-bottom: Black 1pt solid; text-align: center">December 31, 2025</td><td style="padding-bottom: 1pt"> </td></tr> <tr id="xdx_402_eus-gaap--DeferredOfferingCosts_iI_zGl3BtPvl9y9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 80%; text-align: left">Deferred offering costs</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">236,220</td><td style="width: 1%; text-align: left"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_496_20250731__20251231_znW89wkXnrg8" style="border-bottom: Black 1pt solid; text-align: center">For the Period from July 31, 2025 (Inception) Through December 31, 2025</td><td style="padding-bottom: 1pt"> </td></tr> <tr id="xdx_404_eus-gaap--GeneralAndAdministrativeExpense_zE98Do3Hqxw5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 80%; text-align: left">Formation, general and administrative costs</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">69,205</td><td style="width: 1%; text-align: left"> </td></tr> </table> Formation, general and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews formation, general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. X3 ACQUISITION CORP. LTD. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The CODM reviews the position of total assets as reported in the Company’s balance sheet to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Public Offering.

Schedule of Segment Information <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49E_20251231_znRztYt45JXf" style="border-bottom: Black 1pt solid; text-align: center">December 31, 2025</td><td style="padding-bottom: 1pt"> </td></tr> <tr id="xdx_402_eus-gaap--DeferredOfferingCosts_iI_zGl3BtPvl9y9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 80%; text-align: left">Deferred offering costs</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">236,220</td><td style="width: 1%; text-align: left"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_496_20250731__20251231_znW89wkXnrg8" style="border-bottom: Black 1pt solid; text-align: center">For the Period from July 31, 2025 (Inception) Through December 31, 2025</td><td style="padding-bottom: 1pt"> </td></tr> <tr id="xdx_404_eus-gaap--GeneralAndAdministrativeExpense_zE98Do3Hqxw5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 80%; text-align: left">Formation, general and administrative costs</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 16%; text-align: right">69,205</td><td style="width: 1%; text-align: left"> </td></tr> </table>

236220

69205

Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through March 25, 2026, the date that the financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. Commencing on January 20, 2026, the Company entered into an agreement with the Sponsor to pay an aggregate of $<span id="xdx_90D_eus-gaap--PaymentForAdministrativeFees_c20260120__20260120__us-gaap--TypeOfArrangementAxis__custom--AdministrativeServicesAgreementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zyn3GqwBxm5k" title="Payment of administrative service amount">10,000 per month for office space, utilities and secretarial and administrative support. The registration statement for the Company’s Initial Public Offering was declared effective on January 20, 2026. On January 22, 2026, the Company consummated the Initial Public Offering of <span id="xdx_90D_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z4KsBx837Til" title="Number of shares issued, shares">20,000,000 Units at $<span id="xdx_902_eus-gaap--SharesIssuedPricePerShare_iI_c20260122__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zDwWPVm9zrva" title="Share price">10.00 per Unit, generating gross proceeds of $<span id="xdx_90D_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_ztdC0gr2kj9k" title="Gross proceeds issuance initial public offering">200,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of <span id="xdx_90B_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z7ev16Fi3Xsj" title="Sale of aggregate of warrants">5,000,000 Private Warrants to the Sponsor in a private placement, at a price of $<span id="xdx_906_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zVYhJN7CYxpe" title="Warrants per share">1.00 per Private Placement Warrant, or $<span id="xdx_90A_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zVdPdrxYUcTd" title="Proceeds from aggregate warrants">5,000,000 in the aggregate. Following the closing of the Initial Public Offering, on January 22, 2026, an amount of $<span id="xdx_90D_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zHhMaye4H7Jj" title="Gross proceeds issuance initial public offering">200,000,000 ($<span id="xdx_90C_eus-gaap--SharesIssuedPricePerShare_iI_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zeOiAzvudJJi" title="Share price">10.00 per Public Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Warrants, was held in a Trust Account. On January 22, 2026, the underwriters were paid in cash an underwriting discount of <span id="xdx_90F_ecustom--CashUnderwritingDiscountPercentage_iI_pid_dp_uPure_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zXWLCv0bGIh2" title="Cash underwriting discount percentage">1.50% of the gross proceeds of the Initial Public Offering, or $<span id="xdx_906_ecustom--CashUnderwritingDiscount_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zfWpIlcuYUba" title="Cash underwriting discount">3,000,000 in the aggregate. Upon the consummation of the initial Business Combination, the Company will pay the underwriters a deferred underwriting discount of <span id="xdx_90E_ecustom--CashpaidToUnderwritingDiscountPercentage_iI_pid_dp_uPure_c20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z3aVcv1pasWk" title="Cash paid to underwriting discount percentage">2.50% of the gross proceeds of the Initial Public Offering, or $<span id="xdx_90B_ecustom--CashPaidToUnderwritingDiscount_c20260122__20260122__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zOUDvB9IaUP9" title="Cash underwriting discount">5,000,000 in the aggregate. On January 22, 2026, the Sponsor granted membership interests equivalent to an aggregate of <span id="xdx_908_eus-gaap--CommonStockCapitalSharesReservedForFutureIssuance_iI_c20260122__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--StatementClassOfStockAxis__custom--FounderSharesMember__srt--TitleOfIndividualAxis__srt--DirectorMember_zeu9r6H4Ti6g" title="Aggregate of shares granted">160,000 founder shares to the independent directors of the Company. The Company recognized share-based compensation expense of $<span id="xdx_901_eus-gaap--ShareBasedCompensation_c20260122__20260122__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--StatementClassOfStockAxis__custom--FounderSharesMember_zmKjx9PWbwmk" title="Stock based compensation expense">363,600 on January 22, 2026. On January 22, 2026, the Company fully settled the $<span id="xdx_900_eus-gaap--DebtInstrumentRepaidPrincipal_c20260122__20260122__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember__us-gaap--ShortTermDebtTypeAxis__custom--PromissoryNoteMember_zRuThtEXLbT5" title="Outstanding balance of promissory note">286,183 outstanding balance of the promissory note. Borrowings under the note are no longer available. On January 26, 2026, the Company consummated the closing of an additional <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zR680qMShM0i" title="Shares exercise of the over allotment option">2,500,000 Units sold pursuant to the underwriters’ over-allotment option, generating gross proceeds of $<span id="xdx_906_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zvjTXZxGURi3" title="Gross proceeds of over allotment option">25,000,000. Simultaneously with the consummation of the over-allotment option on January 26, 2026, the Company also consummated the sale of an additional <span id="xdx_90D_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zJPRAtgv6914" title="Sale of private warrants, shares">375,000 Private Warrants to the Sponsor at a price of $<span id="xdx_904_eus-gaap--ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1_iI_c20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zWB1keyHMNjc" title="Private placement warrants per share">1.00 per Private Warrant, generating gross proceeds of $<span id="xdx_903_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zT6tNLlmoiT8" title="Gross proceeds private warrants">375,000. As a result of the partial exercise of the over-allotment option, <span id="xdx_900_eus-gaap--StockIssuedDuringPeriodSharesOther_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zRdHSUI81rdl" title="Founder shares no longer subject to forfeiture">625,000 founder shares are no longer subject to forfeiture. As of January 26, 2026, the Sponsor owes the Company an aggregate amount of $<span id="xdx_90C_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z0mK4lJgCuLf" title="Gross proceeds private warrants">375,000, representing the funds advanced in connection with the purchase of Private Warrants by the Sponsor related to the partial exercise of the over-allotment option. As of January 26, 2026, a total of $<span id="xdx_906_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_c20260126__20260126__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--SubsidiarySaleOfStockAxis__custom--OverAllotmentOptionPrivateWarrantsMember_z7EZFR9rI5L9" title="Net proceeds from Initial Public Offering">225,000,000 of the net proceeds from the Initial Public Offering, including the partial over-allotment option, and the sale of the Private Warrants were placed in the Trust Account. On January 26, 2026, the underwriters were paid in cash an additional underwriting discount of $<span id="xdx_905_ecustom--CashUnderwritingDiscount_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zgnVdOaJGcMb" title="Cash underwriting discount">375,000 and the underwriters are entitled to an additional deferred underwriting discount of $<span id="xdx_901_ecustom--DeferredUnderwritingDiscount_c20260126__20260126__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zkdwkoYnq5bi" title="Deferred underwriting discount">625,000 as a result of the partial exercise of the over-allotment option. The remaining underwriters’ over-allotment option for <span id="xdx_90F_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20260306__20260306__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zIbHtQF8OmLd" title="Stock options expired">500,000 Units expired on March 6, 2026, resulting in <span id="xdx_909_eus-gaap--StockIssuedDuringPeriodSharesShareBasedCompensationForfeited_c20260306__20260306__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--FounderMember_zvEYOy0ZWtM9" title="Number of shares forfeiture">125,000 founder shares being forfeited to the Company and the Company closed the remaining $<span id="xdx_901_eus-gaap--AdjustmentsToAdditionalPaidInCapitalOther_c20260306__20260306__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zpT7mPz0I37f" title="Remaining over-allotment option liability">41,900 over-allotment option liability against accumulated deficit. Commencing on March 13, 2026, the holders of the Company’s Units may elect to separately trade the Class A ordinary shares and warrants included in the Units. Any Units not separated will continue to trade on Nasdaq under the symbol “XCBEU.” Any underlying Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “XCBE” and “XCBEW,” respectively.

10000

20000000

10.00

200000000

5000000

1.00

5000000

200000000

10.00

0.0150 3000000 0.0250 5000000

160000

363600

286183

2500000

25000000

375000

1.00

375000

625000

375000

225000000

375000 625000

500000

125000

41900

Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On January 26, 2026, the underwriters exercised their over-allotment option in part and purchased an additional 2,500,000 Units; as a result, 625,000 founder shares are no longer subject to forfeiture. The remaining underwriters’ over-allotment option expired on March 6, 2026, resulting in 125,000 founder shares being forfeited to the Company. Excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On January 26, 2026, the underwriters exercised their over-allotment option in part and purchased an additional 2,500,000 Units; as a result, 625,000 founder shares are no longer subject to forfeiture. The remaining underwriters’ over-allotment option expired on March 6, 2026, resulting in 125,000 founder shares being forfeited to the Company. Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On January 26, 2026, the underwriters exercised their over-allotment option in part and purchased an additional 2,500,000 Units; as a result, 625,000 founder shares are no longer subject to forfeiture. The remaining underwriters’ over-allotment option expired on March 6, 2026, resulting in 125,000 founder shares being forfeited to the Company.