Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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X3 Holdings Co., Ltd. (Name of Issuer) |
Class A ordinary shares, par value US$0.00003 per share (Title of Class of Securities) |
G72007142 (CUSIP Number) |
Yuxia Xu Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue Singapore, U0, 536464 65.8067.3103 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/23/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G72007142 |
| 1 |
Name of reporting person
Yuxia Xu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,291,666.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.59 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amount in row 11 represents (i) 3,200,000 Class B ordinary shares, $0.00003 par value per share, issued on January 5, 2026 and (ii) 91,666 Class B ordinary shares issues on June 18, 2025 (after giving effect to a 6-to-1 reverse stock split of 550,000 Class B ordinary shares effectuated on December 30, 2025), for a total of 3,291,666 Class B ordinary shares, held by Ms. Yuxia Xu, representing approximately 38.34% of the Issuer's total voting power. (2) The calculation of the percentage in row 13 is based on 28,409,794 Ordinary Shares of the Issuer issued and outstanding as of January 23, 2026, comprising of 20,507,763 Class A ordinary shares and 7,902,031 Class B ordinary shares, as reported by the Company. (3) Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to thirty votes on all matters subject to shareholder vote at general meetings.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value US$0.00003 per share | |
| (b) | Name of Issuer:
X3 Holdings Co., Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore,
SINGAPORE
, 536464. | |
Item 1 Comment:
This statement on Schedule 13D ("Schedule 13D") relates to the issued and outstanding (1) 20,507,763 Class A ordinary shares, US$0.00003 par value per share; and (2) 7,902,031 Class B ordinary shares, US$0.00003 par value per share (collectively, the "Ordinary Shares"), of X3 HOLDINGS CO., LTD. as of January 23, 2026, a company organized under the laws of the Cayman Islands (the "Company" or "Issuer"), whose principal executive offices are located at Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore, 536464. | ||
| Item 2. | Identity and Background | |
| (a) | Name & Citizenship: Ms. Xu is a citizen of the People's Republic of China. | |
| (b) | Residence or business address: The business address of Ms. Xu is Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore, 536464. | |
| (c) | Principal business of each reporting person and address: Ms. Xu is the Chief Financial Officer and Chief Operating Officer of the Issuer. | |
| (d) | During the last five years, the Reporting Person had not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | During the last five years, the Reporting Person had not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | People's Republic of China | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On January 5, 2026, the Issuer issued 3,200,000 Class B ordinary shares to Ms. Xu, the Chief Financial Officer and Chief Operating Officer of the Issuer, for Ms. Xu's as equity-based rewards for outstanding services rendered during the fiscal year ended December 31, 2025, which is approved by the board of the directors of the Company on January 5, 2026. No monetary consideration was paid for the issuance of these shares. | ||
| Item 4. | Purpose of Transaction | |
The Class B ordinary shares ("Shares") acquired by the Ms. Xu represent equity-based rewards granted by the Issuer to the Ms. Xu, the Issuer's Chief Financial Officer and Chief Operating Officer, in recognition of her contributions to the Issuer's achievement of key operational milestones, capital financing activities, and corporate transformation initiatives. Depending on market conditions, the Issuer's business performance, or other factors, the Reporting Person 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. Except as set forth in this Item 4, the Reporting Persons does not have any current plans or proposals which relate to or would result in any of the matters specified in clauses (a) through (j) of Item of Schedule 13D of the Exchange Act. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference. | |
| (b) | The responses of the Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2, 3 and 4 above is hereby incorporated by reference. | |
| (c) | To the best knowledge of the Reporting Person, except as disclosed in this Schedule 13D, none of the Reporting Person has effected any transactions relating to the Class A Ordinary Shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as described above, to the best knowledge of the Reporting Person, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Company including, but not limited to, the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Not applicable. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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