SecProbe.io

December 20, 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.
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-38851
Dear Stewart Lor:
            We have limited our review of your filing to specific disclosures and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
Introduction , page ii
1.We note from your disclosure on page ii that you exclude Hong Kong and Macau
from your definition of “PRC” and “China” for the purposes of your annual report. In
future filings, please revise to remove the exclusion of Hong Kong and Macau from
such definition. Clarify that all the legal and operational risks associated with having
operations in the People’s Republic of China (PRC) also apply to operations in Hong
Kong and Macau. In this regard, ensure that your disclosure does not narrow risks
related to operating in the PRC to mainland China only. Where appropriate, you may
describe PRC law and then explain how law in Hong Kong and Macau differs from
PRC law and describe any risks and consequences to the company associated with
those laws.
In future filings, please clearly disclose how you will refer to the holding company
and subsidiaries when providing the disclosure throughout the document so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or 2.

December 20, 2024
Page 2
entities are conducting the business operations. Disclose clearly the entity (including
the domicile) in which shareholders hold their interest.
Risk Factors
Risks Related to Doing Business in China, page 29
3.We note changes you made to your disclosure appearing on pages 29 and 32 relating
to legal and operational risks associated with operating in China and PRC regulations.
It is unclear to us that there have been changes in the regulatory environment in the
PRC since the filing of your prior Form 20-F April 28, 2023 that would warrant
revised disclosure to mitigate the challenges you face and related disclosures. For
additional guidance, please refer to the Division of Corporation Finance’s Sample
Letters to China-Based Companies issued December 2021 and July 2023. In future
filings, please restore your disclosure. Ensure your disclosures specifically discuss
risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may
intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of your
securities. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control
with”) means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.”
4.In future filings, please clarify each permission that you or your subsidiaries are
required to obtain from Chinese authorities to operate your business and issue
securities to foreign investors. Clarify whether you or your subsidiaries are covered by
permissions requirements from the CSRC, CAC or any other entity that is required to
approve of the subsidiary’s operations, and state affirmatively whether you have
received all requisite permissions and whether any permissions have been denied.
Information on the Company
History and Development of the Company
Corporate History and Background, page 43
5.In future filings, at the onset of this section, please disclose prominently that you are
not a Chinese operating company but a Cayman Islands holding company with
operations conducted by your subsidiaries based in China.

December 20, 2024
Page 3
            In closing, 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.
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yu Wang