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                                                            January 7, 2025

Stewart Lor
Chief Executive Officer
X3 Holdings Co., Ltd.
Suite 412, Tower A, Tai Seng Exchange
One Tai Seng Avenue
Singapore 536464

       Re: X3 Holdings Co., Ltd.
           Amendment No. 2 to Registration Statement on Form F-3
           Filed December 13, 2024
           File No. 333-279954
Dear Stewart Lor:

     We have reviewed your amended registration statement and have the
following
comment.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 2 to Registration Statement on Form F-3
General

1.     It appears that the aggregate market value of the shares of your common
stock held by
       non-affiliates during the 60 days prior to December 13, 2024 did not
exceed the $75
       million threshold that General Instruction I.B.1 of Form F-3 specifies.
Please provide
       us with your analysis demonstrating your ability to use Form F-3
pursuant to General
       Instruction 1.B.1. Alternatively, if you are relying on General
Instruction I.B.5 for
       Form F-3 eligibility, please include the information required pursuant
to Instruction 7
       and General Instruction I.B.5 of Form F-3.
 January 7, 2025
Page 2

       Please contact Marion Graham at 202-551-6521 or Matthew Derby at
202-551-3334
with any other questions.



                                                      Sincerely,

                                                      Division of Corporation
Finance
                                                      Office of Technology
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