X3 Holdings Announces Share Consolidation

SINGAPORE, Dec. 26, 2025 /PRNewswire/ -- X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the "Company" or "XTKG"), a global provider of digital solutions and technology services spanning diverse industries, today announced that it will effect a share consolidation of its ordinary shares at a ratio of 1-for-6, (the "Share Consolidation"). Immediately following the Share Consolidation, the par value of the Company's ordinary shares will be reduced from US$48.00 to US$0.00003 per share by cancelling the paid-up share capital to the extent of US$47.99997 per share by way of a reduction of capital ("Capital Reduction"), both of which will become effective on December 30, 2025.

On April 10, 2025, the Grant Court of the Cayman Islands granted the order confirming the Capital Reduction (the "Court Order"). On April 10, 2025, the Company completed the registration with the Registrar of Companies of the Cayman Islands of the Court Order, a certified extract of the Meeting's (as defined below) minutes regarding the Capital Reduction and the certificate for reduction of share capital. Pursuant to the Eighth Amended and Restated Memorandum and Articles, the authorized share capital of the Company has now become US$150,000 divided into (i) 4,980,000,000 Class A ordinary shares of a par value of US$0.00003 each; and (ii) 20,000,000 Class B ordinary shares of a par value of US$0.00003 each. The Share Consolidation and Capital Reduction were approved by the shareholders of the Company at the extraordinary general meeting (the "Meeting") held on February 10, 2025.

The Company's Class A ordinary shares are expected to begin trading on a post-capital reduction basis at the open of the market session on December 30, 2025. Upon the market opening on December 30, 2025, the Company's Class A ordinary shares will continue to be traded on The Nasdaq Capital Market under the symbol "XTKG" with the new CUSIP number G72007142.

As a result of the Share Consolidation, every six (6) shares of the Company's ordinary shares will be automatically consolidated into one ordinary share. Outstanding warrants and other outstanding equity rights will be proportionately adjusted to reflect the Share Consolidation. No fractional shares will be issued in connection with the Share Consolidation. Shareholders otherwise entitled to receive a fractional ordinary share as a result of the Share Consolidation will receive cash in lieu of such fractional ordinary share. The Company's transfer agent, Transhare Corporation, which is also acting as the exchange agent for the Share Consolidation, will send instructions to shareholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Shareholders who hold their shares in brokerage accounts or "street name" are not required to take action to implement the exchange of their shares.

About X3 Holdings

X3 Holdings Co., Ltd. (Nasdaq: XTKG) is a global provider of digital solutions and technology services spanning diverse industries. The Company is operating across diversified business segments in digital technologies, cryptomining operations, renewable energy and agriculture technologies. X3 Holdings is headquartered in Singapore with subsidiaries and operations globally. For additional information, please visit www.x3holdings.com. 

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements; specifically, the Company's statements regarding listing on the NASDAQ Capital Market and the IPO are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company's goals and strategies; the Company's future business development; product and service demand and acceptance; changes in technology; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in the markets that the Company operates and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

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SOURCE X3 Holdings Co., Ltd.