X3控股有限公司-美国存托凭证招股说明书（2025年6月4日版）

Filed Pursuant to Rule 424(b)(5)Registration No. 333-279954 PROSPECTUS SUPPLEMENT(To the Prospectus dated March 21, 2025) X3 Holdings Co., Ltd. 22,325,600 Class A Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement datedMay 19,2025 (the “Securities Purchase Agreement”), we are offering 22,325,600(1)Class A ordinary shares of the Company, with a par value ofUS$$0.00003 per share (the “Class A Ordinary Shares”), at a purchase price of US$0.43 per share to 13 individual investors (collectivelyreferred to as the “Investors”). For a more detailed description of our Ordinary Shares, see the section entitled “Description Of Securities Our Class A Ordinary Shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “XTKG.” On May 28, 2025,the closing price of our Class A Ordinary Shares on Nasdaq was US$1.34 per Ordinary Share. The aggregate market value of our outstanding Ordinary Shares held by non-affiliates, or public float, as of May 13, 2025, wasapproximately $28.95 million, which was calculated based on 13,721,064 Ordinary Shares held by non-affiliates and the price of $2.11 perOrdinary Share, which was the closing price of our Ordinary Shares on Nasdaq on May 13, 2025.Pursuant to General Instruction I.B.5 ofFormF-3, in no event will we sell securities relying on that instruction with a value exceeding more than one-third of our public float inany 12-month period so long as our public float remains below $75,000,000, as measured in accordance with General Instruction I.B.5 of We are an “emerging growth company” as defined under the applicable U.S. securities laws and are eligible for reduced publiccompany reporting requirements. In this prospectus supplement, “we,” “us,” “our company,” “the Company” and “our” refer to X3 Holdings Co., Ltd. and itssubsidiaries and consolidated affiliated entities, and in the context of describing our consolidated financial information. Investing in our securities involves a significant degree of risk. See “Risk Factors” beginning on pageS-13 of thisprospectus supplement and in our other filings with the Securities and Exchange Commission (“SEC”) incorporated by reference Note: (1)before giving effect of the one-to-six reverse stock split, which was approved by the extraordinary general meeting of theshareholders on February 10, 2025. We are not an operating company but a Cayman Islands holding company. We conduct operations through our subsidiaries, withour operations in China currently being conducted by our PRC subsidiaries. Investors in our ClassA Ordinary Shares are not acquiringequity interest in any operating company but instead are acquiring interest in a Cayman Islands holding company. This holding companystructure involves unique risks to investors. As a holding company, we may rely on dividends from our subsidiaries for cash requirements,including any payment of dividends to our shareholders. The ability of our subsidiaries to pay dividends or make distributions to us may berestricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. In We face various legal and operational risks and uncertainties relating to doing business in China. Our business operations areprimarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For instance, the PRC governmenthas issued statements and regulatory actions relating to areas such as regulatory approvals on overseas offerings and listings by, andforeign investment in, China-based issuers, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy. It remainsuncertain how PRC government authorities will regulate overseas listings and offerings in general and whether we can fully comply withthe applicable regulatory requirements, including completing filings with the China Securities Regulatory Commission, or the CSRC, andwhether we are required to complete other filings or obtain any specific regulatory approvals from the CSRC, the CyberspaceAdministration of China, or the CAC, or any other PRC government authorities for our overseas offerings and listings, as applicable. Inaddition, if future regulatory developments mandate clearance of cybersecurity review or other specific actions to be completed by China- The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conductedoverseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue tooffer securities to investors. Implementation of industry-wide regulations in this nature, such as data security or anti-monopoly relatedregulations, may cause the value of such securities to significantly decline. For more details, see “Item3. Key Information — D. RiskFactors — Risks Related to Doing Business in China — The Chi