Core Viewpoint - Chinese concept stocks experienced significant declines, with the top five losers showing steep drops in their stock prices, indicating potential volatility in this sector [1] Group 1: Stock Performance - Agencia Comercial Sp (AGCC) closed at 4.010, down 33.72%, a decrease of 2.040, with a trading volume of 1.8263 million [1] - Everbright Digital (EDHL) ended at 0.746, falling 30.91%, a drop of 0.334, with a trading volume of 2.1695 million [1] - 中驰车福 (AZI) saw its stock price at 0.1224, down 27.40%, a decrease of 0.0462, with a trading volume of 0.7751 million [1] - X3 Holdings (XTKG) closed at 1.560, down 23.90%, a drop of 0.490, with a trading volume of 1.4717 million [1] - 多尼斯 (DOGZ) finished at 12.055, down 17.88%, a decrease of 2.625, with a trading volume of 8.0127 million [1]

Group 1 - The top five gaining Chinese concept stocks at closing were: Kuke Music up 49.06%, Jufu up 43.47%, Kaixin Auto up 40%, American Green Planet up 24.75%, and X3 Holdings up 20% [1] - Kuke Music's latest price was 0.9987 with a gain of 0.3287 and a trading volume of 1.1532 million [1] - Jufu's latest price was 5.380 with a gain of 1.630 and a trading volume of 0.5114 million [1] - Kaixin Auto's latest price was 0.9100 with a gain of 0.2600 and a trading volume of 5.3765 million [1] - American Green Planet's latest price was 2.520 with a gain of 0.500 and a trading volume of 0.3936 million [1] - X3 Holdings' latest price was 1.800 with a gain of 0.300 and a trading volume of 0.2588 million [1]

Group 1 - The top five gainers among Chinese concept stocks include LZMH (Linkage Technology Holdings) with a rise of 44.62%, BTOG (Bit Origin) up by 28.07%, ANTE (AirNet Technology) increasing by 18.99%, MSC (Melco Resorts) gaining 18.78%, and XTKG (X3 Holdings) rising by 14.77% [1] - LZMH's latest price is 3.760 with a gain of 1.160 and a trading volume of 11.88 million [1] - BTOG's latest price is 0.4270 with a gain of 0.0936 and a trading volume of 61.25 million [1] Group 2 - ANTE's latest price is 2.820 with a gain of 0.450 and a trading volume of 1.53 million [1] - MSC's latest price is 5.155 with a gain of 0.815 and a trading volume of 0.1296 million [1] - XTKG's latest price is 2.370 with a gain of 0.305 and a trading volume of 0.4721 million [1]

Financial Performance - The company reported revenues of $11.6 million, $16.8 million, and $10.5 million for the fiscal years ended December 31, 2024, 2023, and 2022, respectively[306]. - Revenue from application development services represented 46.1%, 58.1%, and 36.7% of total revenue for the fiscal years ended December 31, 2024, 2023, and 2022, respectively[306]. - For the fiscal year ended December 31, 2024, sales and marketing expenses were approximately $1.1 million, representing 9.5% of total revenues[339]. - Research and development expenses for the fiscal year ended December 31, 2024, were $4.1 million, compared to $4.8 million in 2023 and $3.5 million in 2022[344]. - Rent expenses for the fiscal years ended December 31, 2024, 2023, and 2022 were $460,284, $344,775, and $162,799, respectively[355]. Business Strategy and Operations - The company plans to expand its bitcoin cryptomining operations with a sizable fleet in the near term, leveraging sustainable energy sources[301]. - The company aims to develop scalable renewable energy projects, focusing on new energy vehicles and agriculture machinery in targeted markets[322]. - The company collaborates with global partners to enhance agricultural efficiency using big data, AI, blockchain, and IoT technologies[327]. - The company operates in diverse industries, including digital technologies, cryptomining, renewable energy, and agriculture technologies[299]. - The company has adopted an asset-light model for its cryptomining operations, focusing on investment in mining machines rather than infrastructure[318]. - The company emphasizes a diversified business strategy to ensure sustained growth and effectively counter market uncertainties[308]. - The company plans to expand into international markets by leveraging partnerships with infrastructure builders in Belt and Road Initiative countries[342]. Human Resources - The company has a total of 137 full-time employees, with 62 in research and development[307]. - The company maintains a total of 137 full-time employees across various departments, including R&D, sales and marketing, technical services, and administration[357]. - The company has 62 full-time R&D personnel, indicating a strong commitment to innovation and technology development[357]. - The company’s sales team consists of 10 full-time sales and marketing personnel, supported by sales engineers and service consultants[339]. Intellectual Property - The company has 20 registered patents, 136 registered software copyrights, and 46 registered trademarks in the PRC, highlighting its focus on intellectual property protection[351]. Regulatory Compliance - The company must comply with regulations protecting customer confidential information in the IT and technological BPO services sector[366]. - Internet information service providers are prohibited from collecting users' personal information without consent[368]. - The Cyber Security Law mandates compliance with national security and privacy protection standards for all network users[371]. - The Data Security Law establishes a classification and grading protection system for important data, with penalties for violations[372]. - The Personal Information Protection Law outlines responsibilities for handling sensitive personal information and imposes penalties for non-compliance[374]. - Employers in China are required to execute written labor contracts and comply with local minimum wage standards[375]. - Companies must contribute to mandatory employee benefit plans, with penalties for non-compliance[377]. - Wholly foreign-owned enterprises can only pay dividends from retained profits and must allocate a portion to reserve funds[383]. - New M&A regulations require approval from the CSRC for offshore special purpose vehicles before overseas listings[386]. Financial Risks and Currency - The RMB depreciated by 8.2% in fiscal year 2022, 2.9% in fiscal year 2023, and 2.8% in fiscal year 2024, impacting financial results reported in U.S. dollar terms[687]. - A majority of the company's expense transactions and significant assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies[686]. - The company’s functional currency is RMB, while financial statements are presented in U.S. dollars, leading to potential exchange rate impacts[687]. - The company has not been exposed to material risks due to changes in market interest rates, as it has not used derivative financial instruments to manage interest rate risk exposure[685]. - The company has not been materially affected by inflation in the past, but future higher rates of inflation in China may pose risks[689]. - Remittances in currencies other than RMB must be processed through the PBOC or other regulatory bodies, requiring supporting documentation[686]. - Shareholder loans from offshore parent holding companies to PRC subsidiaries are regarded as foreign debts and must be registered with SAFE[390]. - The increase of registered capital for foreign-invested enterprises in China requires prior approval from the original approval authority[390]. - The total amount of foreign debts that can be borrowed by PRC subsidiaries, including shareholder loans, is subject to governmental approval[390]. - Year-over-year percent changes in the consumer price index for December 2022, 2023, and 2024 were 2.0%, 0.2%, and 0.2%, respectively, indicating low inflation impact on operations[689].

Core Points - X3 Holdings Co., Ltd. has regained compliance with the Nasdaq Listing Rule 5550(a)(2) regarding the Minimum Bid Price Requirement, as confirmed by a Compliance Notice dated April 11, 2025 [1][3] - The Company had previously received a notification on April 10, 2024, indicating a failure to maintain a minimum bid price of US$1.00 per share for 30 consecutive business days [2] - Following the notification, X3 Holdings was granted a total of 360 calendar days to regain compliance, with the deadline set for April 7, 2025 [2] - The Company successfully evidenced a closing bid price of at least US$1.00 per share for 10 consecutive business days from March 17, 2025, to April 11, 2025 [3] Company Overview - X3 Holdings Co., Ltd. is a global provider of digital solutions and technology services across various industries, including digital technologies, cryptomining operations, renewable energy, and agriculture technologies [4] - The Company is headquartered in Singapore and operates through subsidiaries globally [4]

Core Points - X3 Holdings Co., Ltd. has regained compliance with the Nasdaq Listing Rule 5550(a)(2) regarding the Minimum Bid Price Requirement, as confirmed by a Compliance Notice dated April 11, 2025 [1][3] - The Company had previously received a notification on April 10, 2024, indicating a failure to maintain a minimum bid price of US$1.00 per share for 30 consecutive business days [2] - Following the notification, X3 Holdings was granted a total of 360 calendar days to regain compliance, with the deadline set for April 7, 2025 [2] - The Company successfully evidenced a closing bid price of at least US$1.00 per share for 10 consecutive business days from March 17, 2025, to April 11, 2025 [3] Company Overview - X3 Holdings Co., Ltd. is a global provider of digital solutions and technology services across various industries, including digital technologies, cryptomining operations, renewable energy, and agriculture technologies [4] - The Company is headquartered in Singapore and operates through subsidiaries and global operations [4]

Financial Performance - As of June 30, 2024, the Group incurred a net loss of approximately $11.2 million and had negative operating cash flow of approximately $1.1 million[23]. - For the six months ended June 30, 2024, total revenues decreased to $4,994,044 from $6,584,729 in the same period of 2023, representing a decline of approximately 24.1%[151]. - Application development services revenue fell to $884,538, down 59.5% from $2,179,167 in the prior year[151]. - Consulting and technical support services revenue increased to $2,383,000, up 61.1% from $1,477,740 in the same period of 2023[151]. - Trading revenue decreased significantly to $1,375,319, down 47.3% from $2,605,970 in the previous year[151]. Cash and Liquidity - The Group had cash and cash equivalents of approximately $1.5 million as of June 30, 2024[24]. - The Group believes its cash on hand and financing cash flows will be sufficient to fund operations for at least the next 12 months, but may require additional cash resources for investments or acquisitions[27]. - As of June 30, 2024, the Group's total cash, cash equivalents, and restricted cash amounted to $2,650,752, a decrease from $4,056,150 as of December 31, 2023[71]. - The total outstanding balance of short-term bank loans decreased to $2,752,092 as of June 30, 2024, from $3,943,718 as of December 31, 2023, representing a reduction of about 30.2%[94]. Revenue Recognition - The Group's revenue sources include application development services, consulting and technical support services, subscription services, trading revenue, and others, with other revenues accounting for 2.7% of total revenue for the six months ended June 30, 2024[58]. - Revenue from consulting and technical support services is recognized over the contract term on a straight-line basis, with contracts typically lasting 12 to 24 months[55]. - Revenue from subscription services is recognized over the contract term, based on actual usage or on a straight-line basis, as customers access the Group's software-as-a-service applications[56]. - The Group started its trading business in 2021, recognizing revenue at the point of product transfer to the customer, which generally occurs upon shipment or delivery[57]. Accounts Receivable and Allowance for Credit Losses - The Group's accounts receivable are recorded net of allowance for credit losses, which are estimated based on historical data and credit risk characteristics[38]. - The Group's accounts receivable, net, was $18,785,714 as of June 30, 2024, down from $21,487,053 as of December 31, 2023[85]. - The allowance for credit losses increased to $10,613,695 as of June 30, 2024, from $7,133,370 as of December 31, 2023, reflecting a provision for credit losses of $3,773,492 during the six months ended June 30, 2024[87]. Acquisitions and Investments - The Group acquired 100% equity interest in Hongchuangxin for a total consideration of $13,854,016 on May 1, 2024, aiming to expand its business scope[81]. - The intangible assets acquired through the Hongchuangxin acquisition are primarily attributable to franchise rights, amortized over 10 years[83]. Taxation - Powerbridge Zhuhai has been approved as a High and New Technology Enterprise (HNTE), reducing its statutory income tax rate to 15% from the standard 25%[109]. - The impact of the preferred tax treatment decreased income taxes by $209,134 for the six months ended June 30, 2024, compared to $223,556 for the same period in 2023[110]. - The Group's effective tax rate for the six months ended June 30, 2024, was 1.0%, significantly lower than the 0.1% effective tax rate for the same period in 2023[111]. - As of June 30, 2024, the Group has approximately $13.8 million in net operating loss (NOL) carryforwards with expirations by 2029[111]. Share Capital and Equity - The authorized share capital of the Company was increased from $200 million to $2 billion, allowing for a total of 5 billion ordinary shares[118]. - The Company had 275,155,450 Class A ordinary shares issued and outstanding as of June 30, 2024, an increase from 259,464,169 shares as of December 31, 2023[120]. - The Company issued 1,260,504 restricted Class A ordinary shares valued at $1,500,000 as compensation for consulting services on December 8, 2023[123]. - The Company raised net proceeds of $4,115,706 from the issuance of 153,646 Class A ordinary shares under a securities purchase agreement with White Lion Capital LLC[133]. - The Company issued 1,544,613 Class A ordinary shares and raised net proceeds of $10,375,969 under a securities purchase agreement with YA II PN, LTD[134]. Operational Efficiency and Challenges - The Group's liquidity is affected by operational efficiency, revenue contract values, and timing of accounts receivable collections[23]. - The Group's subsidiaries in PRC had accumulated deficits, resulting in statutory reserve balances of $nil as of June 30, 2024[148]. - The Group recorded a disputed amount of $1,389,806 (RMB10,100,000) in accounts payable due to a lawsuit filed by a supplier[150]. - The Group has fully paid the disputed amount and related interest by July 10, 2024[150]. Other Financial Metrics - The Group recognized a gain of $1,048,271 from the change in fair value of convertible notes for the six months ended June 30, 2024, compared to a loss of $530,501 for the same period in 2023[102]. - The Group's effective interest rates for the first and second tranches of the YA 2024 Notes were 17.6% and 24.3%, respectively, with total effective interest expense amounting to $104,850 for the six months ended June 30, 2024[106]. - The total future minimum lease payments as of June 30, 2024, amounted to $510,330, with a present value of lease liabilities of $491,987[97].

Group 1 - X3 Holdings Co., Ltd. will implement a share consolidation at a ratio of 1-for-20, effective November 22, 2024 [1][2] - Following the consolidation, every twenty shares will be consolidated into one ordinary share, with no fractional shares issued [2] - The company's ordinary shares will continue trading on The Nasdaq Capital Market under the symbol "XTKG" with a new CUSIP number [1][2] Group 2 - X3 Holdings is a global provider of digital solutions and technology services, operating in diverse sectors including digital technologies, cryptomining, renewable energy, and agriculture technologies [3] - The company is headquartered in Singapore and has subsidiaries and operations worldwide [3]

Core Viewpoint - X3 Holdings is acquiring Xpic Games, marking a strategic entry into the high-growth game service industry, reflecting the company's commitment to expanding in the entertainment sector [1][3]. Company Overview - X3 Holdings Co., Ltd. is a global provider of digital solutions and technology services across various industries, including digital technologies, cryptomining, renewable energy, and agriculture technologies [6]. Acquisition Details - The acquisition of Xpic Games is expected to enhance X3 Holdings' capabilities in digital game entertainment, leveraging Xpic Games' proprietary AI-integrated development platform for efficient game creation [3][4]. - Xpic Games has a strong track record in producing popular titles for mobile and PC platforms, with expertise in game design, development, publishing, and services [2][4]. Market Context - The acquisition is timely due to the rising global interest in digital gaming, driven by the popularity of recent titles like Black Myth: Wukong [5]. - Xpic Games has established strategic partnerships with leading publishing and distribution channels, providing access to diverse gamer communities and demonstrating an ability to adapt to market trends [4]. Financial Projections - The CEO of X3 Holdings projected that the acquisition will drive substantial growth, with net profits expected to exceed $5 million within the next two years [6].

Financial Performance - Total revenue for fiscal year 2023 was $16.8 million, an increase from $10.5 million in 2022 and a decrease from $32.1 million in 2021[278]. - Revenue from application development services represented 58.1% of total revenue in fiscal 2023, compared to 36.7% in 2022 and 63.3% in 2021[278]. - Revenue from subscription services represented 4.1% of total revenue in fiscal 2023, compared to 7.2% in 2022 and 2.9% in 2021[278]. - Sales and marketing expenses were approximately $1.5 million in fiscal year 2023, representing 8.8% of total revenues[303]. Research and Development - Research and development expenses were $4.8 million in fiscal year 2023, up from $3.5 million in 2022 and $2.6 million in 2021[307]. - The company plans to continue investing substantial resources in R&D to drive core technology innovation and bring new solutions and services to market[308]. - The company aims to leverage big data, artificial intelligence, and Internet of Things technologies to enhance its core capabilities[277]. Business Strategy and Operations - The company has adopted a diversified business model with multiple revenue streams, including application development, consulting, and trading[278]. - The company plans to expand its bitcoin cryptomining operations with a sizable fleet in the near term, leveraging sustainable energy sources[290]. - The company is focused on expanding its market presence in Asia, the Middle East, Africa, and Europe through innovative business models[274]. Workforce and Employment - The company employs 178 full-time employees, with 76 in research and development, 17 in sales and marketing, and 38 in technical and customer services[279]. - The company has not experienced any labor disputes and maintains a good working relationship with its employees[321]. Intellectual Property - As of the date of the Annual Report, the company holds 20 registered patents, 136 registered software copyrights, and 46 registered trademarks in the PRC[314]. - The company has entered into customary invention assignment agreements and non-disclosure agreements to protect its intellectual property and proprietary information[313]. - The company has 13 registered URL designations and domain names, enhancing its online presence[314]. Legal and Regulatory Environment - The company is not currently a party to any legal proceedings that would materially affect its business or financial condition[322]. - The foreign exchange capital of foreign-invested enterprises in China is currently subject to a discretionary settlement proportion of 100%[334]. - Wholly foreign-owned investment enterprises in China must pay dividends only from retained profits and allocate at least 10% of retained profits to reserve funds annually[337]. - The New M&A Rule requires offshore special purpose vehicles to obtain CSRC approval before listing on overseas stock exchanges[340]. - Shareholder loans from offshore parent holding companies to PRC subsidiaries are considered foreign debts and must be registered with SAFE[343]. - The increase of registered capital for foreign-invested enterprises requires prior approval from the original approval authority[343]. - The Company’s functional currency is RMB, and its financial statements are presented in U.S. dollars[656]. - The Company is not required to obtain CSRC approval for listing and trading of its shares under the New M&A Rule[342]. Market Conditions - The company faces intense competition from various sources, including regional global trade application providers and emerging technology providers such as blockchain and AI[309]. - The RMB appreciated by 2.3% in fiscal year 2021, depreciated by 8.2% in fiscal year 2022, and further depreciated by 2.9% in fiscal year 2023[655]. - Year-over-year changes in China's consumer price index were 1.5% in December 2021, 2.0% in December 2022, and 0.2% in December 2023[657]. - Failure to comply with foreign exchange registration procedures may result in fines of up to RMB 300,000 for organizations and RMB 50,000 for individuals[339].