SINGAPORE, Dec. 26, 2025 — X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the “Company” or “XTKG”), a global provider of digital solutions and technology services spanning diverse industries, today announced it will implement a share consolidation of its ordinary shares at a 1-for-6 ratio (the “Share Consolidation”). Immediately following the Share Consolidation, the par value of the Company’s ordinary shares will be reduced from US$48.00 to US$0.00003 per share by canceling the paid-up share capital to the extent of US$47.99997 per share through a capital reduction (“Capital Reduction”), with both actions set to take effect on December 30, 2025.
On April 10, 2025, the Grand Court of the Cayman Islands issued an order confirming the Capital Reduction (the “Court Order”). On the same date, the Company completed the registration with the Registrar of Companies of the Cayman Islands for the Court Order, a certified extract of the Meeting’s (as defined below) minutes regarding the Capital Reduction, and the certificate for share capital reduction. Under the Eighth Amended and Restated Memorandum and Articles, the Company’s authorized share capital now totals US$150,000, divided into (i) 4,980,000,000 Class A ordinary shares with a par value of US$0.00003 each; and (ii) 20,000,000 Class B ordinary shares with a par value of US$0.00003 each. The Share Consolidation and Capital Reduction were approved by the Company’s shareholders at the extraordinary general meeting (the “Meeting”) held on February 10, 2025.
The Company’s Class A ordinary shares are expected to begin trading on a post-capital reduction basis at the opening of the market session on December 30, 2025. Following the market opening on that date, the Company’s Class A ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol “XTKG” with the new CUSIP number G72007142.
As a result of the Share Consolidation, every six (6) of the Company’s ordinary shares will be automatically consolidated into one ordinary share. Outstanding warrants and other equity rights will be proportionally adjusted to reflect the Share Consolidation. No fractional shares will be issued in connection with the Share Consolidation. Shareholders otherwise entitled to a fractional ordinary share due to the Share Consolidation will receive cash in lieu of such a fractional share. The Company’s transfer agent, Transhare Corporation, which is also acting as the exchange agent for the Share Consolidation, will send instructions to registered shareholders holding stock certificates regarding the exchange of old certificates for new ones, should they wish to do so. Shareholders holding their shares in brokerage accounts or “street name” are not required to take action to facilitate the share exchange.
About X3 Holdings
X3 Holdings Co., Ltd. (Nasdaq: XTKG) is a global provider of digital solutions and technology services across diverse industries. The Company operates through diversified business segments in digital technologies, cryptomining operations, renewable energy, and agricultural technologies. Headquartered in Singapore, X3 Holdings has subsidiaries and operations worldwide. For additional information, please visit .
Safe Harbor Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding plans, objectives, goals, strategies, future events or performance, underlying assumptions, and other non-historical factual statements. When the Company uses terms such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” or similar expressions that do not pertain solely to historical matters, it is making forward-looking statements; specifically, the Company’s statements regarding its listing on the NASDAQ Capital Market and the IPO are forward-looking. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from the Company’s expectations discussed in these statements. These statements are subject to uncertainties and risks including, but not limited to: the Company’s goals and strategies; its future business development; product and service demand and acceptance; technological changes; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in the markets where the Company operates; assumptions underlying or related to any of the foregoing; and other risks detailed in the Company’s filings with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance on any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at . The Company assumes no obligation to publicly revise these forward-looking statements to reflect events or circumstances arising after the date hereof.
SOURCE X3 Holdings Co., Ltd.