SCHEDULE 13D/A: X3 Holdings Co-CEO Stewart Lor Boosts Voting Power to 27.4% Through Significant Equity Award

Stewart Lor, Co-Chief Executive Officer of X3 Holdings Co., Ltd., and Hogstream International Ltd. have increased their beneficial ownership in the company to 662,206 ordinary shares, representing 27.4% of the total voting power, primarily through an equity-based award for services rendered.

Summary

• Stewart Lor, Co-Chief Executive Officer of X3 Holdings Co., Ltd., and Hogstream International Ltd. (wholly owned by Stewart Lor) have filed an Amendment No. 5 to Schedule 13D.
• The filing reports beneficial ownership of an aggregate of 662,206 Ordinary Shares of X3 Holdings Co., Ltd. by the Reporting Persons.
• This ownership comprises 11 Class A ordinary shares and 662,195 Class B ordinary shares.
• Due to Class B shares carrying 30 votes per share, the Reporting Persons now hold approximately 27.4% of the Issuer's total voting power.
• The 662,206 Ordinary Shares represent 1.78% of the total 37,258,859 Ordinary Shares issued and outstanding as of June 20, 2025.
• On June 18, 2025, the Issuer issued 650,000 Class B ordinary shares to Hogstream as equity-based rewards for Stewart Lor's outstanding services during the fiscal year ended December 31, 2024, with no monetary consideration paid.
• The purpose of this acquisition is to incentivize and retain Stewart Lor by aligning his economic interest with the long-term performance of the Issuer, recognizing his contributions to key operational milestones, capital financing activities, and corporate transformation initiatives.

Sentiment

Score: 7

Explanation: The filing indicates a positive development for corporate governance and management alignment, as a key executive's stake is increased through an equity award for past performance, aligning his interests with long-term company success. While it's not a direct financial performance report, the incentive and retention aspect is positive. The lack of monetary consideration for the shares is a minor neutral point, as it's an award for services.

Positives

• The issuance of equity-based rewards to Co-CEO Stewart Lor significantly aligns his economic interests with the long-term performance of X3 Holdings Co., Ltd.
• The award recognizes Stewart Lor's substantial contributions to key operational milestones, capital financing activities, and corporate transformation initiatives, indicating strong management performance.
• The transaction serves as a strong incentive for Stewart Lor's continued retention and motivation within the company.

Negatives

• No monetary consideration was paid for the 650,000 Class B ordinary shares, which, while an award for services, represents a non-cash issuance that could be perceived as dilution by some shareholders if not fully offset by the value of services rendered.

Risks

• The Reporting Persons may, from time to time over the next 12 months, acquire additional securities of the Issuer, dispose of some or all of the Shares, or engage in other transactions, which could impact the company's stock price or ownership structure.
• Future transactions by the Reporting Persons are dependent on market conditions, the Issuer's business performance, or other factors, introducing an element of uncertainty.

Future Outlook

The Reporting Persons may, from time to time over the next 12 months, acquire additional securities of the Issuer, dispose of some or all of the Shares, or engage in other transactions, depending on market conditions, the Issuer's business performance, or other factors.

Management Comments

• "The Class B ordinary shares acquired by the Reporting Persons represent equity-based rewards awarded to Stewart, the Issuer's Co-Chief Executive Officer, in recognition of his contributions to the Issuer's achievement of key operational milestones, capital financing activities, and corporate transformation initiatives."
• "The acquisition of the Shares is intended to incentivize and retain Stewart by aligning his economic interest with the long-term performance of the Issuer."

Industry Context

NA

Corporate Governance

Related Party Transactions

• Issuance of 650,000 Class B ordinary shares to Hogstream International Ltd., a company wholly owned by Stewart Lor, the Co-Chief Executive Officer of X3 Holdings Co., Ltd., as equity-based rewards for services rendered.

Stakeholder Impact

• Shareholders: Potential positive impact due to increased alignment of a key executive's interests with long-term company performance. Minor potential for dilution from the issuance of new shares, though these are for services rendered.
• Management/Employees: Positive for Stewart Lor, as he receives a significant equity award for his contributions, enhancing his compensation and incentivizing continued performance.

Next Steps

• Reporting Persons may acquire additional securities of the Issuer over the next 12 months.
• Reporting Persons may dispose of some or all of the Shares over the next 12 months.
• Reporting Persons may engage in other transactions over the next 12 months.

Key Dates

Recommendation

Keywords

X3 Holdings Co. Ltd., Stewart Lor, Hogstream International Ltd., Schedule 13D/A, Beneficial Ownership, Equity Award, Class B Shares, Voting Power, Executive Compensation, SEC Filing, Corporate Governance, Shareholder Stake