0001213900-25-056236.txt : 20250620 0001213900-25-056236.hdr.sgml : 20250620 20250620163015 ACCESSION NUMBER: 0001213900-25-056236 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250620 DATE AS OF CHANGE: 20250620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: X3 Holdings Co., Ltd. CENTRAL INDEX KEY: 0001754323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] ORGANIZATION NAME: 06 Technology EIN: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90977 FILM NUMBER: 251061831 BUSINESS ADDRESS: STREET 1: SUITE 412, TOWER A, TAI SENG EXCHANGE STREET 2: ONE TAI SENG AVENUE CITY: SINGAPORE STATE: U0 ZIP: 536464 BUSINESS PHONE: 86-756-339-5666 MAIL ADDRESS: STREET 1: ADVANCED BUSINESS PARK, 9TH FL, BLDG C2 STREET 2: 29 LANWAN LANE, HIGHTECH DISTRICT ZHUHAI CITY: GUANGDONG STATE: F4 ZIP: 519080 FORMER COMPANY: FORMER CONFORMED NAME: Powerbridge Technologies Co., Ltd. DATE OF NAME CHANGE: 20180926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lor Stewart Shiang CENTRAL INDEX KEY: 0001408933 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: JPAK GROUP,INC.QINGDAO RENMIN PRINTING STREET 2: NO. 15, XINGHUA ROAD CITY: QINGDAO, SHANDONG PROVINCE STATE: F4 ZIP: 266401 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001408933 XXXXXXXX LIVE 5 Class A ordinary shares, par value US$0.00003 per share 06/18/2025 false 0001754323 G72007134 X3 HOLDINGS CO., LTD.
Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore U0 536464
Stewart Lor 65.8067.3103 Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore U0 536464 Y Hogstream International Ltd. WC OO N D8 662206.00 0.00 662206.00 0.00 662206.00 N 1.78 CO 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. 0001408933 N Stewart Lor OO N X1 662206.00 0.00 662206.00 0.00 662206.00 N 1.78 IN 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. Class A ordinary shares, par value US$0.00003 per share X3 HOLDINGS CO., LTD. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore U0 536464 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. A joint filing agreement by both of the Reporting Persons is attached as Exhibit 99.1. Hogstream International Ltd. /s/ Stewart Lor Stewart Lor/Director, Chief Executive Officer 06/20/2025 Stewart Lor /s/ Stewart Lor Stewart Lor 06/20/2025 EX-99.1 2 ea024632002ex99-1_x3hold.htm A JOINT FILING AGREEMENT BY BOTH OF THE REPORTING PERSONS

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value of US$0.00003 per share and Class B ordinary shares, par value of US$0.00003 per share, of X3 Holdings Co., Ltd., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of June 20, 2025.

 

  Hogstream International Ltd.
   
  /s/ Stewart Lor
  Name: Stewart Lor
  Title: Sole Director, Chief Executive Officer
   
  /s/ Stewart Lor
  Name: Stewart Lor