Correspondence 0001213900-25-001697 from X3 Holdings Co., Ltd. (XTKG)
X3 Holdings Co., Ltd.
Date: Jan. 7, 2025 · CIK: 0001754323 · Accession: 0001213900-25-001697
AI Filing Summary & Sentiment
File numbers found in text: 001-38851
Letter
VIA EDGAR Division of Corporation Finance Office of Technology Re: X3 Holdings Co., Ltd. Form 20-F for the Fiscal Year Ended December 31, 2023 Correspondence from the SEC on December 20, 2024 File No. 001-38851
Dear Ms. Melissa Walsh and Mr. Stephen Krikorian:
X3 Holdings Co., Ltd. (the “Company”, “we”, “us” or “our”) hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 20, 2024,regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023. For ease of reference, we have included the Staff’s comment in bold, and the Company’s response is set forth immediately below the comment.
Annual Report on 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.
Response: We respectfully acknowledge the Staff’s comment. The Company will revise the definition of “PRC” and “China” on page ii to include Hong Kong and Macau in its future Form 20-F filings for the year ended December 31, 2024. The Company also confirms, in future filings, it will revise to clarify that the legal and operational risks associated with having operations in mainland China also apply to operations in Hong Kong and Macau, as well as to further explain the law differences among mainland China, Hong Kong and Macau and the risks and consequences associated with these laws as appropriate, commencing with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024.
2. 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 entities are conducting the business operations. Disclose clearly the entity (including the domicile) in which shareholders hold their interest.
Response: We respectfully acknowledge the Staff’s comment. The Company will provide clearer clarification on the referencing of us as a holding company, our subsidiaries and other entities as well as to further disclose the entities in which shareholders hold their interest in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024.
Risk Factors
Risk 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.”
Response: We respectfully acknowledge the Staff’s comment. The Company will restore the disclosure in relating to legal and operational risks associated with operating in China and PRC regulations and to specifically discuss the 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 our 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 our operations and/or the value of our securities in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024.
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.
Response: We respectfully acknowledge the Staff’s comment. The Company will provide clearer clarification on all the permissions and approvals required by the Chinese governmental authorities for our and our subsidiaries’ business operations and our securities offering to foreign investors as well as the permission requirements from the above-mentioned authorities for our and our subsidiaries’ operations in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024. In addition, the Company will confirm whether we or our subsidiaries have received all requisite permissions and whether any permissions have been denied in future filing.
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.
Response: In response to the Staff’s comment, the Company proposes to include the following revisions in in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024, as follows (with changes against the disclosure of the annual report on Form 20-F for the fiscal year ended December 31, 2023 filed on April 30, 2024 marked with additions underlined and deletions in strikethrough).
Item 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Corporate History and Background
We are not an operating company in China, but a holding company that was established under the laws of the Cayman Islands on July 27, 2018 as a holding company. We conduct our operations in China through our PRC subsidiaries, and we are a global provider of technology solutions and services across multiple industries.The Company, through its subsidiaries, is a provider of software application and technology services to corporate and government customers engaged in global trade.
* * *
We thank the Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to Mr. Kelvin Chan at kelvinchan@x3holdings.com or by telephone at +86 132-2977-6627.
Very truly yours,
/s/ Stewart Lor
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CORRESP
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filename1.htm
X3 Holdings Co., Ltd.
Suite 412, Tower A, Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464
January 7, 2025
VIA EDGAR
Ms. Melissa Walsh
Mr. Stephen Krikorian
U.S. Securities and Exchange Commission
Division of
Corporation Finance
Office of Technology
100 F Street, N.E.
Mail Stop
4631
Washington, DC 20549
Re: X3 Holdings Co., Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2023
Correspondence from the SEC on December 20, 2024
File No. 001-38851
Dear Ms. Melissa Walsh and Mr. Stephen Krikorian:
X3 Holdings
Co., Ltd. (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated December 20, 2024,regarding the Company’s annual report on
Form 20-F for the fiscal year ended December 31, 2023. For ease of reference, we have included the Staff’s comment in bold, and
the Company’s response is set forth immediately below the comment.
Annual Report on 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.
Response: We
respectfully acknowledge the Staff’s comment. The Company will revise the definition of “PRC” and “China”
on page ii to include Hong Kong and Macau in its future Form 20-F filings for the year ended December 31, 2024. The Company also confirms,
in future filings, it will revise to clarify that the legal and operational risks associated with having operations in mainland China
also apply to operations in Hong Kong and Macau, as well as to further explain the law differences among mainland China, Hong Kong and
Macau and the risks and consequences associated with these laws as appropriate, commencing with the Company’s annual report on Form
20-F for the fiscal year ended December 31, 2024.
2. 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 entities are conducting the business operations. Disclose clearly the
entity (including the domicile) in which shareholders hold their interest.
Response: We
respectfully acknowledge the Staff’s comment. The Company will provide clearer clarification on the referencing of us as a
holding company, our subsidiaries and other entities as well as to further disclose the entities in which shareholders hold their interest
in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024.
Risk Factors
Risk 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.”
Response: We
respectfully acknowledge the Staff’s comment. The Company will restore the disclosure in relating to legal and operational
risks associated with operating in China and PRC regulations and to specifically discuss the 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 our 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 our operations
and/or the value of our securities in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year
ended December 31, 2024.
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.
Response: We
respectfully acknowledge the Staff’s comment. The Company will provide clearer clarification on all the permissions and approvals
required by the Chinese governmental authorities for our and our subsidiaries’ business operations and our securities offering to
foreign investors as well as the permission requirements from the above-mentioned authorities for our and our subsidiaries’ operations
in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024. In addition,
the Company will confirm whether we or our subsidiaries have received all requisite permissions and whether any permissions have been
denied in future filing.
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.
Response: In
response to the Staff’s comment, the Company proposes to include the following revisions in in future filings, commencing with the
Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024, as follows (with changes against the disclosure
of the annual report on Form 20-F for the fiscal year ended December 31, 2023 filed on April 30, 2024 marked with additions underlined
and deletions in strikethrough).
Item 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Corporate History and Background
We are not
an operating company in China, but a holding company that was established under the laws of the Cayman Islands on July 27,
2018 as a holding company. We conduct our operations in China through our PRC subsidiaries, and we are a global provider
of technology solutions and services across multiple industries.The Company, through its subsidiaries, is a provider of software
application and technology services to corporate and government customers engaged in global trade.
* * *
2
We thank the
Staff for its review of the foregoing. If you have questions or further comments, please forward them by electronic mail to Mr. Kelvin
Chan at kelvinchan@x3holdings.com or by telephone at +86 132-2977-6627.
Very truly yours,
/s/ Stewart Lor
Stewart Lor
Chief Executive Officer
3