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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 28, 2026
AIxCrypto
Holdings, Inc.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-37428 |
|
26-3474527 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
| 5857
Owens Avenue, Suite 300 |
|
|
| Carlsbad,
California |
|
92008 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (760) 452-8111
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 |
|
AIXC |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement
Entry
into a Consulting Agreement
On
January 28, 2026, AIxCrypto Holdings, Inc. (the “Company”) entered into a consulting services agreement (the “Consulting
Agreement”), effective as of November 1, 2025, with FF Global Partners LLC (“Consultant”).
Pursuant
to the Consulting Agreement, the Company has engaged Consultant to provide a range of consulting services to support the Company’s
strategic goals. The services to be provided by Consultant include supporting the Company’s strategic planning and execution framework,
assisting with the development of funding strategies and engagement of potential investors, consultation on blockchain architecture and
technical strategy, and general support in developing the Company’s operations and risk management framework, as further detailed
in the Consulting Agreement.
The
Consulting Agreement provides for an initial term commencing on November 1, 2025 and ending on December 31, 2026. Prior to the expiration
of the initial term, the parties have agreed to engage in good faith discussions regarding a potential two-year extension of the engagement,
subject to agreement on a new schedule of work and the approval of the Company. Under the terms of the Consulting Agreement, Consultant
will receive a fixed fee of $100,000 per month, payable on the last day of each month beginning November 30, 2025. In addition, the Company’s
management and Board of Directors may, at their sole discretion, award a quarterly bonus of up to $1,000,000 based on Consultant’s
performance. The Company has also agreed to reimburse Consultant for reasonable and documented out-of-pocket expenses incurred in connection
with the services, subject to a cap of $50,000 without the Company’s prior written consent.
The
Consulting Agreement may be terminated by either party upon one (1) month’s prior written notice. The Consulting Agreement also
includes customary termination provisions for material breach, fraud, or insolvency. All intellectual property and work product developed
by Consultant in connection with the services will be the sole property of the Company.
The
foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”)
and incorporated herein by reference.
Entry
into an Entrusted Investment Agreement
On
January 30, 2026, the Company entered into an entrusted investment agreement (the “Entrusted Investment Agreement”) with
GOLD KING ARTHUR HOLDING LIMITED (“GKA”) and Song Wang (“Song”), under which the Company entrusted to GKA to
manage an investment of shares (“FFAI Shares”) of Class A common stock, par value $0.0001 per share (“FFAI Class A
Common Stock”), of Faraday Future Intelligent Electric Inc. (“FFAI”), a Delaware corporation with its FFAI Class A
Common Stock traded on The Nasdaq Stock Market LLC (“Nasdaq”). Such management would include the potential purchase, holding,
tokenization and disposition of the FFAI Shares. Pursuant to and in connection with the Entrusted Investment Agreement, on January 30,
2026, GKA and FFAI entered into a securities purchase agreement (the “SPA”), for the purchase of FFAI Shares at an aggregate
consideration of $10,000,000. The closing of the SPA is subject to the satisfaction of the conditions precedent as set out under the
SPA, and the number of FFAI Shares to be issued shall be calculated using a per share purchase price equivalent to the closing price
of FFAI Class A Common Stock on Nasdaq on the trading day immediately prior to the closing date.
Both
the Entrusted Investment Agreement and the SPA contain customary representations, warranties, and covenants by the respective parties
thereto. The SPA also provides for customary indemnification by FFAI for losses or damages arising out of or in connection with the SPA
and the investment contemplated thereunder.
The
foregoing descriptions of the Entrusted Investment Agreement and the SPA do not purport to be complete and are qualified in its entirety
by reference to the full text of the Entrusted Investment Agreement and the SPA, which are filed as Exhibit 10.2 and 10.3, respectively,
to this Form 8-K and incorporated herein by reference.
Item
8.01. Other Events
On
January 27, 2026, the Company entered into a non-binding letter of intent (“LOI”) with Aster Foundation, a Cayman Islands
foundation company (“Aster”), under which the Company and Aster would use commercially reasonable efforts to collaborate
on general business opportunities and to share such capabilities with proposed areas and scope of collaboration as agreed between the
parties, which includes collaboration on efforts relating to the Sei blockchain infrastructure.
Additionally,
the Company issued a press release on February 2, 2026, announcing this collaboration with Aster, a copy of which is attached as Exhibit
99.1 to this Form 8-K and incorporated herein by reference.
Forward-Looking
Statements
Exhibit
99.1 attached hereto contains, and may implicate, forward-looking statements regarding the Company, and include cautionary statements
identifying important factors that could cause actual results to differ materially from those anticipated.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description
|
| 10.1 |
|
Consulting Services Agreement, dated January 28, 2026, by and between AIxCrypto Holdings, Inc. and FF Global Partners LLC. |
| 10.2 |
|
Entrusted Investment Agreement, dated January 30, 2026, by and between AIxCrypto Holdings, Inc., GOLD KING ARTHUR HOLDING LIMITED, and Song Wang. |
| 10.3 |
|
Securities Purchase Agreement, dated January 30, 2026, by and between FARADAY FUTURE INTELLIGENT ELECTRIC INC. and GOLD KING ARTHUR HOLDING LIMITED. |
| 99.1 |
|
Press Release, dated February 2, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AIxCrypto
Holdings, Inc. |
| |
|
| Date:
February 2, 2026 |
By: |
/s/
Koti Meka |
| |
Name: |
Koti
Meka |
| |
Title: |
Chief
Financial Officer |
