SecProbe.io

United States securities and exchange commission logo
June 21, 2024
Stewart Lor
Chief Executive Officer
X3 Holdings Co., Ltd.
Suite 412, Tower A, Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464
Re:X3 Holdings Co., Ltd.
Registration Statement on Form F-3
Filed June 5, 2024
File No. 333-279954
Dear Stewart Lor:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
Risk Factors, page 10
1.Provide a materially complete description of the risks related to bitcoin and the bitcoin
network. As non-exclusive examples, discuss the environmental risks from bitcoin
mining, the use of bitcoin in illicit transactions, volatility in the price of bitcoin, and the
risk that rewards for mining bitcoin are designed to decline over time, which may lessen
the incentive for miners to process and confirm transactions on the bitcoin network.
Selling Shareholder, page 11
2.Please revise to disclose the natural person or persons who exercise voting or dispositive
control over the shares beneficially owned by YA II PN, LTD. See Item 403 of Regulation
S-K and Exchange Act Rule 13d-3.

 FirstName LastNameStewart  Lor
 Comapany NameX3 Holdings Co., Ltd.
 June 21, 2024 Page 2
 FirstName LastName
Stewart  Lor
X3 Holdings Co., Ltd.
June 21, 2024
Page 2
Signatures, page II-4
3.On the signature page of the filing, please identify the Chief
Accounting Officer/Controller. See Section 6(a) of the Securities Act of 1933.
General
4.Please file the form of indenture as an exhibit to your registration statement prior to
requesting effectiveness. For guidance, refer to sections 201.02 and 201.04 of the Trust
Indenture Act of 1939.
5.We note that YA II PN, LTD., the selling shareholder, is the equity line investor under
your Standby Equity Purchase Agreement dated as of May 16, 2024. Please revise to
indicate that YA II PN, LTD. is an underwriter. Refer to Securities Act C&DI
139.13. Additionally, please expand your disclosure to include a more detailed description
of the negotiations surrounding the material terms of the Standby Equity Purchase
Agreement and related transactions. Revise to disclose the number of shares being
registered for resale, the material conditions under which the company may access the
funds available under it, the maximum principal amount available under the agreement,
the full discounted price (or formula for determining it) at which the investor will receive
the shares, and the term of the agreement. Additionally, include the material risks of an
investment in the company and the offering, including the dilutive effect of the formula or
pricing mechanism on the company's share price, the possibility that the company may not
have access to the full amount available to it under the equity line, and whether an
investor can engage in short-selling activities and, if so, how any sales activities after
announcement of a put may negatively affect the company's share price.
6.Disclose the material market activities of YA II PN, LTD. including any short selling of
the company’s securities or other hedging activities that YA II PN, LTD. may or has
engaged in, including prior to entering into the agreement and prior to the receipt of any
shares pursuant to the terms of the agreement, how it intends to distribute the securities it
owns or will acquire, and how the provisions of Regulation M may prohibit it and any
other distribution participants that are participating in the distribution of the company’s
securities from (i) engaging in market making activities (e.g., placing bids or making
purchases to stabilize the price of the common stock) while the equity line is in effect and
(ii) purchasing shares in the open market while the equity line is in effect.

 FirstName LastNameStewart  Lor
 Comapany NameX3 Holdings Co., Ltd.
 June 21, 2024 Page 3
 FirstName LastName
Stewart  Lor
X3 Holdings Co., Ltd.
June 21, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration. Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Marion Graham at 202-551-6521 or Matthew Derby at 202-551-3334 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology