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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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X3 HOLDINGS CO., LTD. (Name of Issuer) |
Class A ordinary shares, par value US$0.00003 per share (Title of Class of Securities) |
G72007134 (CUSIP Number) |
Stewart Lor Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue Singapore, U0, 536464 65.8067.3103 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G72007134 |
| 1 |
Name of reporting person
Hogstream International Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
662,206.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
1.78 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. The amount in row 11 represents (a) 11 Class A ordinary shares, $0.00003 par value per share; and (b) 662,195 Class B ordinary shares, $0.00003 par value per share, for a total of 662,206 Ordinary Shares held by Hogstream International Ltd., a British Virgin Islands company, representing approximately 27.4% of the Issuer's total voting power.
2. The calculation of the percentage in row 13 is based on a total of 37,258,859 Ordinary Shares issued and outstanding by the Company as of June 20, 2025, comprising 36,046,664 Class A ordinary shares and 1,212,195 Class B ordinary shares, as reported by the Company.
SCHEDULE 13D
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| CUSIP No. | G72007134 |
| 1 |
Name of reporting person
Stewart Lor | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
662,206.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.78 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. The amount in row 11 represents the 662,206 Ordinary Shares held by Hogstream International Ltd., of which Stewart is the sole shareholder and therefore Stewart maintains the sole voting and dispositive control over the shares reported therein, representing approximately 27.4% of the Issuer's total voting power.
2. The calculation of the percentage in row 13 is based on a total of 37,258,859 Ordinary Shares issued and outstanding by the Company as of June 20, 2025, comprising 36,046,664 Class A ordinary shares and 1,212,195 Class B ordinary shares, as reported by the Company.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value US$0.00003 per share | |
| (b) | Name of Issuer:
X3 HOLDINGS CO., LTD. | |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore,
SINGAPORE
, 536464. | |
Item 1 Comment:
This statement on Schedule 13D/A ("Schedule 13D/A") relates to the issued and outstanding (1) 36,046,664 Class A ordinary shares, US$0.00003 par value per share; and (2) 1,212,195 Class B ordinary shares, US$0.00003 par value per share (collectively, the "Ordinary Shares"), of X3 HOLDINGS CO., LTD. as of June 20, 2025, a company organized under the laws of the Cayman Islands (the "Company" or "Issuer"), whose principal executive offices are located at Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore, 536464. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D/A is filed on behalf of Stewart Lor ("Stewart") and Hogstream International Ltd. ("Hogstream") (collectively referred to as the "Reporting Persons"). Hogstream directly holds 662,206 Ordinary Shares of the Issuer, and Stewart, as the sole shareholder of Hogstream, is deemed the beneficial owner of these shares under Rule 13d-3 of the Act, and retains sole voting and dispositive power over them. | |
| (b) | Stewart is the Co-Chief Executive Officer of the Company, whose principal business address is c/o X3 HOLDINGS CO., LTD., Suite 412, Tower A, Tai Seng Exchange, One Tai Seng Avenue, Singapore 536464. Hogstream's principal address is Sertus Incorporation (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastsky Building, Road Town, Tortola, British Virgin Islands. Stewart is a citizen of the United States of America, while Hogstream is a company incorporated in the British Virgin Islands. | |
| (c) | During the last five years, the Reporting Persons had not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On June 18, 2025, the Issuer issued 650,000 Class B ordinary shares to Hogstream, a British Virgin Islands company wholly owned by Stewart, the Co-Chief Executive Officer of the Issuer, for Stewart's benefit as equity-based rewards for outstanding services rendered during the fiscal year ended December 31, 2024. The shares are held indirectly by Stewart through Hogstream. No monetary consideration was paid for the issuance of these shares. | ||
| Item 4. | Purpose of Transaction | |
The Class B ordinary shares ("Shares") acquired by the Reporting Persons represent equity-based rewards awarded to Stewart, the Issuer's Co-Chief Executive Officer, in recognition of his contributions to the Issuer's achievement of key operational milestones, capital financing activities, and corporate transformation initiatives. The acquisition of the Shares is intended to incentivize and retain Stewart by aligning his economic interest with the long-term performance of the Issuer. Depending on market conditions, the Issuer's business performance, or other factors, the Reporting Persons may, from time to time over the next 12 months, acquire additional securities of the Issuer, dispose of some or all of the Shares, or engage in other transactions. Except as set forth in this Item 4, the Reporting Persons does not have any current plans or proposals which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of June 20, 2025, the Reporting Persons own an aggregate of 662,206 Ordinary Shares, representing approximately 27.4% of the Issuer's total voting power. This calculation is based on (a) 11 Class A ordinary shares and 662,195 Class B ordinary shares (each carrying 30 votes per share), totaling 19,865,861 votes; and (ii) 37,258,859 Ordinary Shares issued and outstanding as of June 20, 2025 (including 36,046,664 Class A ordinary shares and 1,212,195 Class B ordinary shares), totaling 72,412,514 votes. | |
| (b) | With respect to beneficial ownership, (1) Stewart owns 662,206 Ordinary Shares (27.4% of voting power) through Hogstream, his wholly-owned entity. Stewart has sole voting and dispositive power over these shares pursuant to Rule13d-3; and (2) Hogstream owns 662,206 Ordinary Shares (27.4% of voting power). As the sole equity owner of Hogstream, Stewart is deemed to control and/or have disposition rights and voting rights over such votes. | |
| (c) | Other than the issuance of 650,000 Class B ordinary shares to Hogstream on June 18, 2025, the Reporting Persons have not effected any transactions in the Issuer's Ordinary Shares during the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as described above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Company including, but not limited to, the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
A joint filing agreement by both of the Reporting Persons is attached as Exhibit 99.1. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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