Nova LifeStyle invests $5,664,500.05 via fund into SpaceX

Nova LifeStyle, Inc., through its wholly owned subsidiary Nova Furniture Limited, entered into a material definitive Subscription Agreement with Preamble Capital, A Series of CGF2021 LLC.

Rhea-AI Filing Summary

Nova LifeStyle, Inc., through its wholly owned subsidiary Nova Furniture Limited, entered into a material definitive Subscription Agreement with Preamble Capital, A Series of CGF2021 LLC.

Under this agreement, Nova Furniture Limited is subscribing for a 99.815% interest in the Fund by contributing $5,664,500.05, becoming a member of the Fund with an applicable management fee percentage of 0%. The Fund will use this amount to subscribe for approximately 6.667% of another fund that holds an aggregate of 353,772 shares of Space Exploration Technologies Corp. common stock, consisting of 121,805 shares of Class A Common Stock and 231,967 shares of Class C Common Stock.

Insights

Equity & Corporate Transactions Analyst

Nova channels $5.66M into a fund structure gaining indirect exposure to SpaceX shares.

Nova LifeStyle, Inc., via its wholly owned BVI subsidiary Nova Furniture Limited, agreed to subscribe a $5,664,500.05 interest representing 99.815% of Preamble Capital, A Series of CGF2021 LLC. This positions the company as the dominant member of the Fund, with the filing stating an applicable management fee percentage of 0% for the company.

The Fund will in turn use this capital to acquire approximately 6.667% of another fund that holds an aggregate of 353,772 shares of Space Exploration Technologies Corp. common stock, split between 121,805 shares of Class A and 231,967 shares of Class C. This structure gives Nova indirect exposure to these SpaceX shares rather than owning them directly, and reflects a cash-out allocation decision of $5,664,500.05 into this investment vehicle.

Sydecar LLC is identified as the administrator of the Fund, and the transaction is documented in the Subscription Agreement dated September 25, 2025, which is incorporated by reference as Exhibit 10.1. Subsequent company filings may clarify how this investment fits into Nova’s broader capital allocation and risk profile.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What material agreement did Nova LifeStyle (NVFY) enter into on September 25, 2025?

On September 25, 2025, Nova Furniture Limited, a wholly owned subsidiary of Nova LifeStyle, Inc., entered into a Subscription Agreement with Preamble Capital, A Series of CGF2021 LLC, subscribing for a 99.815% interest in the Fund for $5,664,500.05.

How much is Nova LifeStyle investing through its subsidiary under this agreement?

Nova Furniture Limited is committing a Subscription Amount of $5,664,500.05 to Preamble Capital, A Series of CGF2021 LLC, in exchange for a 99.815% interest in the Fund and membership under the Fund’s LLC Agreement.

What exposure does Nova LifeStyle gain to SpaceX through this transaction?

The Fund will use the $5,664,500.05 Subscription Amount to subscribe for approximately 6.667% interest in another fund that holds 353,772 shares of Space Exploration Technologies Corp. common stock, consisting of 121,805 Class A shares and 231,967 Class C shares, giving Nova indirect exposure to these SpaceX shares.

What management fee will Nova Furniture Limited pay in connection with this fund interest?

The filing states that the applicable management fee percentage for Nova Furniture Limited is 0%, meaning no management fee is charged to the company for its interest in the Fund under the disclosed terms.

Who administers the fund in which Nova Furniture Limited is investing?

Sydecar LLC, a Delaware limited liability company, is identified as the administrator of the Fund to which Nova Furniture Limited is subscribing for a 99.815% interest.

Where can investors find the full terms of Nova LifeStyle’s Subscription Agreement?

The Subscription Agreement between Nova Furniture Limited and Preamble Capital, A Series of CGF2021 LLC dated September 25, 2025, is filed as Exhibit 10.1 and is incorporated by reference, providing the full contractual terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/29/2025 - 08:00 AM Learn about SEC filing dates

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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): September 25, 2025

Nova LifeStyle, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-36259		90-0746568
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

6565 E. Washington Blvd., Commerce, CA 90040

(Address of Principal Executive Office) (Zip Code)

(323) 888-9999

(Registrant’s telephone number, including area code)

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))

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. ☐

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 per share		NVFY		Nasdaq Stock Market

Item 1.01 Entry into a Material Definitive Agreement

On September 25, 2025, Nova Furniture Limited (the “Company”), a company incorporated in the British Virgin Islands and a wholly owned subsidiary of Nova LifeStyle, Inc. entered into a Subscription Agreement (the “Agreement”) with Preamble Capital, A Series of CGF2021 LLC (the “Fund”), a Delaware Limited Liability Company. Pursuant to the Agreement, the Company subscribes 99.815% interest in the Fund in an amount equal to $5,664,500.05 (the “Subscription Amount”) and will become a member of the Fund and be bound by the LLC Agreement as a member of the Fund. Sydecar LLC, a Delaware limited liability company, is the administrator of the Fund. The applicable management fee percentage for the Company is 0%. The Fund will use the Subscription Amount to subscribe approximately 6.667% interest of certain fund that holds an aggregate of 353,772 shares of Common Stock of Space Exploration Technologies Corp., a Texas corporation (“SpaceX”), comprising of 121,805 shares of Class A Common Stock and 231,967 shares of Class C Common Stock of Space X.

The Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement are subject to, and qualified in its entirety by, the Agreement, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Subscription Agreement between Nova Furniture Limited and Preamble Capital, A Series of CGF2021 LLC dated September 25, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

	Nova LifeStyle, Inc.
	By:	/s/ Xiaohua Lu
		Xiaohua Lu
		Chief Executive Officer
Date: September 29, 2025