Correspondence 0001213900-25-024889 from X3 Holdings Co., Ltd. (XTKG)
X3 Holdings Co., Ltd.
Date: March 19, 2025 · CIK: 0001754323 · Accession: 0001213900-25-024889
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File numbers found in text: 333-279954
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CORRESP
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Suite 412, Tower A
Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464
March 19, 2025
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
U.S.A.
Re: X3 Holdings Co., Ltd.
Registration Statement on Form F-3,
as amended (File No. 333-279954)
Acceleration Request
Ladies and Gentlemen:
Pursuant to Rule
461 of Regulation C promulgated under the Securities Act of 1933, as amended (the " Act "), X3 Holdings Co., Ltd. (the
" Company ") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the " Registration
Statement ") be accelerated to, and that the Registration Statement become effective at 4:00 P.M. Eastern Standard Time on March
21, 2025, or as soon thereafter as practicable.
If there is any
change in the acceleration request as set forth above, the Company will promptly notify you of the change, in which case the Company may
be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with the Act. Such request
may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Han Kun Law Offices LLP.
In making this acceleration request,
the Company hereby acknowledges the following:
● should the U.S. Securities and Exchange Commission (" SEC ")
or the staff of the SEC (the " Staff "), acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the SEC from taking any action with respect to the filing;
● the action of the SEC or the Staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
● the Company may not assert Staff's comments and the
declaration of effectiveness as a defense in any proceedings initiated by the SEC or any person under the federal securities
laws of the United States.
If you have any
questions regarding this request and to provide notice of effectiveness, please contact Mr. Kelvin Chan at kelvinchan@x3holdings.com,
or by telephone at +86 132-2977-6627.
[Signature page follows]
Very truly yours,
X3 Holdings Co., Ltd.
By:
/s/ Stewart Lor
Name:
Stewart Lor
Title:
Chief Executive Officer, President and Chairman of the Board
(Principal Executive Officer)
[Signature Page to Acceleration
Request]