Overview
- HeadquartersFairhope, Alabama1
- Incorporated inMD3
- Business address6637 S Winding Brook Dr, Fairhope, Al 365323
- Filer categoryNon-accelerated filer, Emerging growth company3
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X1 Capital Inc. (“X1” or “X1 Capital” or the “Company”) formed on July 25, 2023 as a corporation under the laws of the State of Maryland. The Company is structured as a closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). For tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is internally managed.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Financial statements
| Fiscal year | 2023 | 2024 |
|---|---|---|
| Cash from operations | $2.0K2 |
What it owns
What X1 Capital Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $6.0K2 Sep 30, 2024 |
Properties, in its own words
We are located at 6637 S. Winding Brook Dr., Fairhope, AL 36532. We do not own any real estate. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.
Item 2 of the 10-K filed Sep 15, 2025.4
Leadership
Who has led X1 Capital Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
- Chief executive officerJames Timothy Hickey May 10, 2024 to Nov 1, 20248
Board members and other officers (5)
- Board memberDavid Andrew McMurry Jun 5, 2026 to now9
- Board memberEdward Carl Hatfield Nov 12, 2025 to now10
- Board memberJames Timothy Hickey May 10, 2024 to Nov 1, 20248
- Board memberSteven Kelts May 13, 2024 to May 13, 202411
- Board memberLadislas Mysyrowicz Nov 1, 2024 to Nov 1, 202412
Timeline
- May 12, 20268-K Change in control13
- Nov 3, 20258-K Shareholder vote14
- Aug 25, 20258-K Entered a material agreement; Executive or director change; Shareholder vote15
- Jul 29, 20258-K Entered a material agreement16
- Apr 11, 20258-K Entered a material agreement17
- Feb 28, 20258-K Entered a material agreement; Bylaws or fiscal year changed; Shareholder vote18
- Nov 4, 20248-K Change in control; Executive or director change19
- May 10, 2024New chief executive James Timothy Hickey becomes CEO8
Filings
40 filings to the SEC since October 2021: 2 annual reports, 8 quarterly reports, 7 major events, 12 insider forms, 11 other. The latest 20:
- Jun 17, 202615-12G EDGAR
- Jun 17, 2026N-54C SUBMISSION EDGAR
- Jun 5, 20263 PRIMARY DOCUMENT EDGAR
- May 12, 20268-K 8K S EDGAR
- May 12, 202610-Q X1 CAPITAL INC. - FORM 10-Q SEC FILING EDGAR
- Mar 20, 202640-17G EDGAR
- Feb 11, 202610-Q X1 CAPITAL INC. - FORM 10-Q SEC FILING EDGAR
- Nov 20, 202510-Q X1 CAPITAL INC. - FORM 10-Q SEC FILING EDGAR
- Nov 12, 20253 PRIMARY DOCUMENT EDGAR
- Nov 3, 20258-K APPROVAL EDGAR
- Sep 15, 202510-K 10K EDGAR
- Aug 25, 20258-K 8K FILING EDGAR
- Jul 30, 2025DEF 14A EDGAR
- Jul 29, 20258-K 8K FILING EDGAR
- Apr 11, 20258-K EDGAR
- Apr 11, 202540-17G EDGAR
- Apr 9, 202510-Q X1 CAPITAL INC. - FORM 10-Q SEC FILING EDGAR
- Feb 28, 20258-K EDGAR
- Feb 27, 2025DEF 14A EDGAR
- Feb 3, 202510-Q X1 CAPITAL INC. - FORM 10-Q SEC FILING EDGAR
The 40 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
3 open-market trades by officers, directors and large owners since October 2021: 1 buys and 2 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Nov 1, 2024 | Hickey James TimothyCEO | Sale | 200 | Form 4 | ||
| Nov 1, 2024 | Chang RichardDirector | Sale | 40 | Form 4 | ||
| Sep 6, 2024 | Hickey James TimothyCEO | Buy | 160 | $4,000.00 | $640.0K | Form 4 |
From Forms 4 filed with the SEC.
SEC filer profile
How X1 Capital Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARX1 Capital Inc.1
- CIK0001999538
- Employer ID (EIN)93-24147931
- Filer statusNon-accelerated filer<br>emerging growth company1
- Incorporated inMaryland1
- Fiscal year endsJune 301
- Business address6637 S Winding Brook Dr, Fairhope, AL 365321
- Phone71361477551
- Shares outstanding240 as of Apr 17, 20265
- On EDGAR sinceNov 2, 20231
- Filings40 in all: 10-Q (8), 3 (8), 8-K (7), 4 (3), 40-17G (3), 10-12G/A (2), 10-K (2), DEF 14A (2)1
All 13 form types
10-12G (1), 15-12G (1), 3/A (1), N-54A (1), N-54C (1)
- Latest filingsAnnual report (10-K) Sep 15, 2025
Quarterly report (10-Q) May 12, 2026
Proxy statement (DEF 14A) Jul 30, 2025
Latest 8-K (8-K) May 12, 2026
Risk factors and legal proceedings
The risks X1 Capital Inc. names in Item 1A of its 10-K filed Sep 15, 2025: 73 risks under these headings, as written.4
- Risks Related to Our Business and Structure
- We have limited operating history as a BDC.
- We have no prior experience managing a BDC or a RIC.
- Our investment portfolio will be recorded at fair value, with our Board of Directors having final responsibility for overseeing, reviewing and approving, in good faith, its estimate of fair value and, as a result, there will be uncertainty as to the value of our portfolio investments.
- We have not identified any specific investments that we will make with the proceeds from any investment, and you will not have the opportunity to evaluate our investments prior to subscribing to purchase our common stock. As a result, our offering may be considered a “blind pool” offering.
- Our financial condition and results of operations will depend on our ability to effectively manage and deploy capital.
- We may face increasing competition for investment opportunities.
- We will be dependent upon key personnel for our future success.
- Our success will depend on the ability to attract and retain qualified personnel in a competitive environment.
- There are significant potential conflicts of interest which could impact our investment returns.
- Our compensation structure may induce the Company to pursue speculative investments and to use leverage when it may be unwise to do so.
- A general increase in interest rates will likely have the effect of making it easier to receive any incentive compensation, without necessarily resulting in an increase in our net earnings.
The other 62 risks
- Resignation of Key Personnel
- The Company may indemnify employees, Board of Directors, consultants, third party vendors, and affiliates against certain liabilities, which may lead the Company to act in a riskier manner than it would otherwise.
- The Company may not be able to achieve the same or similar returns as those achieved by Mr. Hickey and other employees and consultants, including Growth Lending LLC, in the past.
- Investors may default on capital drawdowns.
- Any failure on our part to maintain our status as a BDC would reduce our operating flexibility.
- Regulations governing our operation as a BDC affect our ability to raise additional capital and the way in which we do so. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage.
- We may borrow money, which would magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.
- We may experience fluctuations in our quarterly and annual results.
- Our Board of Directors is authorized to reclassify any unissued shares of common stock into one or more classes of preferred stock, which could convey special rights and privileges to its owners.
- Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.
- We will be subject to corporate-level income tax if we are unable to qualify as a RIC.
- There are risks related to investment by ERISA Plans.
- We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
- To the extent original issue discount and PIK-interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.
- We may in the future choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive.
- There is a risk that our stockholders may not receive any distributions or that our distributions may not grow over time.
- For any period that we do not qualify as a “publicly offered regulated investment company,” as defined in the Code, stockholders will be taxed as though they received a distribution of some of our expenses.
- We are subject to risks in using custodians, administrators, and other agents.
- We will expend significant financial and other resources to comply with the requirements of being a public entity.
- We do not currently have comprehensive documentation of our internal controls and have not yet tested our internal controls in accordance with Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and the market price of our common stock.
- Stockholders may be subject to filing requirements under the Exchange Act as a result of an investment in us.
- Stockholders may be subject to the short-swing profits rules under the Exchange Act as a result of an investment in us.
- There may be state licensing requirements.
- Investors in a private offering of the Company may be subject to transfer restrictions.
- Provisions of the MGCL and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
- Changes in laws or regulations governing our operations may adversely affect our business.
- A disruption in the capital markets and the credit markets could impair our ability to raise capital and negatively affect our business.
- Terrorist attacks, acts of war or natural disasters, pandemics or other force majeure events may affect any market for our common stock, impact the businesses in which we invest and harm our business, operating results and financial condition.
- Emerging Growth Company Status
- Internal and external cyber threats, as well as other disasters, could impair our ability to conduct business effectively.
- Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and/or damage to our business relationships, all of which could negatively impact our business, results of operations or financial condition.
- We are subject to risks related to corporate social responsibility.
- Risks Related to Our Investments
- Our investments are very risky and highly speculative.
- Risks Associated with Covenant-Lite Loans
- Below Investment Grade (High Yield / Junk Bond) and Unrated Debt Obligations Risk
- Investing in small, private companies involves a high degree of risk, and our financial results may be affected adversely if one or more of our significant portfolio investments defaults on its loans or fails to perform as we expect.
- An investment strategy focused primarily on privately held companies presents certain challenges, including the lack of available information about these companies and a greater vulnerability to economic downturns.
- Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
- There may be circumstances in which our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
- Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
- An economic recession could impair our portfolio companies and harm our operating results.
- The lack of liquidity in our investments may adversely affect our business.
- We have not yet identified portfolio companies we will invest in using the proceeds of any offering.
- Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
- Our portfolio will lack diversification among portfolio companies, which will subject us to a risk of significant loss if one or more of these companies default on their obligations under any of their debt instruments.
- Our portfolio may be concentrated to a limited number of sectors, which will subject us to a risk of significant loss if there is a downturn in a particular sector in which a number of our investments are concentrated.
- Our investments may experience distress and require active participation to restructure or enforce our rights. This may require significant time and attention that may impact overall performance
- Some sectors around which we intend to develop our investments may be capital intensive.
- Because we generally will not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
- Defaults by our portfolio companies will harm our operating results.
- If our portfolio companies are unable to commercialize their technologies, products, business concepts or services, the returns on our investments could be adversely affected.
- If our portfolio companies are unable to protect their intellectual property rights, our business and prospects could be harmed, and if portfolio companies are required to devote significant resources to protecting their intellectual property rights, the value of our investment could be reduced.
- Any unrealized losses we experience on our loan portfolio may be an indication of future realized losses, which could reduce our income available for distribution.
- Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.
- To the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.
- Our investments in leveraged portfolio companies may be risky, and you could lose all or part of your investment.
- We may not realize gains from our equity investments.
- To the extent we invest in foreign companies or invest in companies that have significant foreign exposure, factors such as currency fluctuations and geopolitical events could adversely affect the results of our investments, including risks related to payments denominated in foreign currency rather than U.S. dollars
- The Company is allowed to invest up to 30% of its assets in public company equity and ETFs traded on the major US exchanges. These investments not meet the requirements of a qualified investment.
- The US Government may cease to offer loan guarantees programs such as OneRD.
- The US Government may not honor its loan guarantee
- Government efficiency eliminates the need for bridge loans
- The Government agency refuses to approve a Loan which the company has provided bridge financing
- Warehoused loans may not sell
- Loan servicing requirements may impact demand and price
- Resale of the US Government-guaranteed portion of loans is impacted by multiple factors
- Future US Government regulations or interpretation of regulations may restrict bridge loans and warehousing loans
Legal proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1SEC EDGARX1 Capital Inc. filings on SEC EDGAR
- 2SEC EDGARX1 Capital Inc. 10-K for fiscal 2024
- 3SEC EDGARX1 Capital Inc. filings on SEC EDGAR
- 4
- 5SEC EDGARX1 Capital Inc. 10-Q for fiscal 2025
- 6SEC EDGARX1 Capital Inc. 10-Q for fiscal 2025
- 7SEC EDGARX1 Capital Inc. 10-Q for fiscal 2025
- 8
- 9SEC EDGARDavid Andrew McMurry, Board member
- 10SEC EDGAREdward Carl Hatfield, Board member
- 11SEC EDGARSteven Kelts, Board member
- 12SEC EDGARLadislas Mysyrowicz, Board member
- 13SEC EDGARChange in control
- 14SEC EDGARShareholder vote
- 15
- 16SEC EDGAREntered a material agreement
- 17SEC EDGAREntered a material agreement
- 18
- 19