6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2025

Commission File Number: 001-38851

X3 HOLDINGS CO., LTD.

(Translation of Registrant’s name into English)

Suite 412, Tower A, Tai Seng Exchange

One Tai Seng Avenue

Singapore 536464

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒         Form 40-F ☐

Resignation of Ms. Yuxia Xu as an Executive Director of the Board

On April 28, 2025, Ms. Yuxia Xu notified the Company of her resignation as an executive Director of the board of directors of the Company (the “Board”), with effect on and from April 30, 2025. Ms. Xu has advised that her resignation was due to personal reasons and not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. Following her resignation as an executive Director, Ms. Xu will remain in her role as the Chief Financial Officer and Chief Operating Officer of the Company.

Appointment of Mr. Ee Fong Voon as an Executive Director of the Board and the Co-Chief Executive Officer of the Company

To fill in the vacancy created by the resignation of Ms. Yuxia Xu, the Board appointed Mr. Ee Fong Voon to serve as an executive Director of the Company, with effect on and from April 30, 2025.

In addition, the Company also appointed Mr. Ee Fong Voon as the co-chief executive officer (“Co-CEO”) of the Company, effective as of April 30, 2025. Acting jointly in the capacity as Co-CEO with Mr. Lor, Mr. Voon will be responsible for overseeing the Company’s international business expansion and strategic partnerships. He will also lead the cross-border business development initiatives and strengthen regional operational capabilities to support the Company’s global growth strategy.

The Board has reviewed Mr. Voon’s biography, carefully considered Mr. Voon’s candidacy and determined that it is in the best interest of the Company to appoint Mr. Voon as both an executive Director and the Co-CEO of the Company. Mr. Voon is an experienced business executive with a demonstrated track record in scaling enterprise SaaS and fintech operations throughout Southeast Asia. His expertise encompasses strategic business development, cross-border market expansion and the establishment of high-value commercial partnerships. Mr. Voon obtained his bachelor’s degree of business administration from Universiti Kuala Lumpur in 2009. Mr. Voon’s comprehensive understanding of regional market dynamics and extensive professional network align with the Company’s strategic objectives for international growth in the Southeast Asia market.

Mr. Voon does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Voon signed an offer letter with the Company, which establishes certain terms and conditions governing his services as both an executive Director and the Co-CEO to the Company. The offer letter is qualified in its entirety by reference to the complete text of the offer letter, which is filed hereto as Exhibit 99.1.

1

EXHIBIT INDEX

Exhibit No.	Description
99.1	Offer Letter dated April 30, 2025, by and between Mr. Ee Fong Voon and the Company

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	X3 HOLDINGS CO., LTD.
Date: April 30, 2025	By:	/s/ Stewart Lor
		Stewart Lor
		Co-Chief Executive Officer

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EX-99.1

Exhibit 99.1

April 30, 2025

VOON EE FONG

KAMPUNG JANGKAR 94500 LUNDU
SARAWAK MALAYSIA

Dear Mr. VOON,

We are pleased to offer you a position with the titles of co-chief executive officer and executive director of X3 Holdings Co., Ltd. (the “Company” or “X3 Holdings”), starting on April 30, 2025.

We are 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.

We are very impressed by your outstanding track record in digital transformation, SaaS and fintech operations. As the Co-CEO and executive director, you will be responsible for overseeing the company’s international business expansion, strategic partnerships, and commercialization of SaaS and fintech solutions across key Southeast Asian markets. You will also lead cross-border business development initiatives, drive digital product innovation, and strengthen regional operational capabilities to support the Company’s global growth strategy.

Your starting annual base salary will be US$- plus standard fringe benefits, including a target annual bonus equal to nil% of the base salary and an option issued at the date of this letter, under our 2018 Stock Option Plan and Amended 2018 Stock Option Plan, to purchase an aggregate of nil ordinary shares of the Company at an exercise price no less than the market price of our ordinary shares at issuance, subject to the vesting schedule as set forth in Appendix A. You are also eligible for directors and officers liability insurance, details of which will be specified in a separate agreement. You will be based in Singapore.

On behalf of the senior management, I extend my congratulations to you on this offer. We expect you to become a key member of the team and have a progressive career at X3 Holdings. If you have any questions or would like to discuss further any aspect of your employment at the Company, please do not hesitate to contact me.

Yours faithfully,

/s/ Stewart Lor

Stewart Lor

President & Chairman of the Board

Please sign below indicating your acceptance of the terms and conditions of employment stated in this offer letter.

/s/ Voon Ee Fong	April 30, 2025
Voon Ee Fong	Date