Correspondence 0001213900-25-019900 from X3 Holdings Co., Ltd. (XTKG)
X3 Holdings Co., Ltd.
Date: March 4, 2025 · CIK: 0001754323 · Accession: 0001213900-25-019900
AI Filing Summary & Sentiment
File numbers found in text: 333-279954
Letter
Division of Corporation Finance Office of Technology Re: X3 Holdings Co., Ltd. Amendment No. 3 to Registration Statement on Form F-3 Filed February 18, 2025 File No. 333-279954
Dear Ms. Marion Graham and Mr. Matthew Derby:
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 February 28, 2025, regarding the Company’s Amendment No. 3 to Registration Statement on Form F-3. Concurrently with the submission of this letter, the Company is submitting its Amendment No. 4 to Registration Statement on Form F-3 (the “Amended Registration Statement”), which reflects the Company’s responses to the comments received from the Staff and certain updated information. 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.
Amendment No. 3 to Registration Statement on Form F-3
Amendment No. 3 to Registration Statement on Form F-3
About this Prospectus, page ii
1. We note the statement that “You should not assume that the information contained in this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference (as our business, financial condition, results of operations and prospects may have changed since that date), even though this prospectus, any applicable prospectus supplement is delivered or securities are sold on a later date.” This statement does not appear to be consistent with your disclosure obligations. Please revise to clarify that you will update this information to the extent required by law and acknowledge that you are responsible for updating the prospectus and prospectus supplement to contain all material information.
Response:
The Company respectfully acknowledges the Staff’s comment and has amended the disclosure on page ii of the prospectus included in the Amended Registration Statement in response to the Staff’s comment.
* * *
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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X3 Holdings Co., Ltd.
Suite 412, Tower A, Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464
March 4, 2025
V IA EDGAR
Ms. Marion Graham
Mr. Matthew Derby
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.
Amendment No. 3 to Registration Statement on Form F-3
Filed February 18, 2025
File No. 333-279954
Dear Ms. Marion Graham and Mr. Matthew Derby:
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 February 28, 2025, regarding
the Company’s Amendment No. 3 to Registration Statement on Form F-3. Concurrently with the submission of this letter, the
Company is submitting its Amendment No. 4 to Registration Statement on Form F-3 (the “Amended Registration
Statement”), which reflects the Company’s responses to the comments received from the Staff and certain updated
information. 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.
Amendment No. 3 to Registration Statement on Form
F-3
Amendment No. 3 to Registration Statement on Form F-3
About this Prospectus, page ii
1. We note the statement that “You should not assume that
the information contained in this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date set
forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the
date of the document incorporated by reference (as our business, financial condition, results of operations and prospects may have changed
since that date), even though this prospectus, any applicable prospectus supplement is delivered or securities are sold on a later date.”
This statement does not appear to be consistent with your disclosure obligations. Please revise to clarify that you will update this
information to the extent required by law and acknowledge that you are responsible for updating the prospectus and prospectus supplement
to contain all material information.
Response:
The Company respectfully
acknowledges the Staff’s comment and has amended the disclosure on page ii of the prospectus included in the Amended Registration
Statement in response to the Staff’s comment.
* * *
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