Form 4: X3 Acquisition CEO Acquires 5M Warrants in Private Placement

Andrew Redleaf, Chairman and CEO of X3 Acquisition Corp. Ltd., acquired 5 million warrants to purchase Class A Ordinary Shares through a private placement, signaling strong insider confidence.

Summary

• Andrew Redleaf, who serves as Director, 10% Owner, and Chairman and CEO of X3 Acquisition Corp. Ltd. (XCBE), reported the acquisition of derivative securities.
• The transaction involved 5,000,000 warrants to purchase Class A Ordinary Shares at an exercise price of $11.50 per share.
• The warrants were acquired on January 22, 2026, through a private placement at a price of $1.00 per warrant, totaling an aggregate purchase price of $5,000,000.
• The warrants are beneficially owned indirectly by Mr. Redleaf through X3 Acquisition Management LLC, the Issuer's sponsor.
• These warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.
• Mr. Redleaf disclaims beneficial ownership of the securities held by the Sponsor beyond any pecuniary interest he may have.

Sentiment

Score: 7

Explanation: The acquisition of a substantial number of warrants by the CEO and 10% owner is a strong positive signal of management's belief in the company's future prospects and commitment to the initial business combination.

Positives

• The acquisition of 5,000,000 warrants by the Chairman and CEO, Andrew Redleaf, demonstrates significant insider confidence and alignment of interests with shareholders.
• The private placement of warrants at $1.00 per warrant for a total of $5,000,000 indicates a direct financial commitment from the sponsor group, led by Mr. Redleaf.

Risks

• The exercisability and value of the warrants are contingent upon the successful completion of the Issuer's initial business combination.
• The warrants could expire worthless if an initial business combination is not completed within the specified timeframe or if the share price does not exceed the exercise price of $11.50.

Future Outlook

The warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. This ties the future value directly to the success and timing of the SPAC's de-SPAC transaction.

Management Comments

• Andrew Redleaf is the authorized person of X Cubed Capital Management LLC, the managing member of the Sponsor, and holds voting and investment discretion with respect to the securities held of record by the Sponsor.
• Mr. Redleaf disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Industry Context

This filing is typical for a Special Purpose Acquisition Company (SPAC) where the sponsor, often led by key management, acquires warrants in a private placement to fund initial operations and align interests with future shareholders. The structure of warrants becoming exercisable post-business combination is standard in the SPAC industry.

Related Party Transactions

• The transaction involves the purchase of warrants by X3 Acquisition Management LLC (the Sponsor), of which Andrew Redleaf is the authorized person and managing member, from X3 Acquisition Corp. Ltd. (the Issuer), where Mr. Redleaf is Chairman and CEO. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The acquisition of warrants by the CEO aligns management's interests with those of public shareholders, as the warrants gain value only if the stock price increases above the exercise price post-business combination.
• Creditors: The $5,000,000 raised from the private placement provides capital to the Issuer, potentially strengthening its financial position for future operations or a business combination.

Next Steps

• Completion of the Issuer's initial business combination, which will trigger the exercisability of the warrants.

Key Dates

Keywords

SPAC, warrants, insider transaction, private placement, X3 Acquisition Corp., XCBE, Andrew Redleaf, Class A Ordinary Shares, business combination