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  4. [8-K] Nova Lifestyle, Inc. Reports Material Event

Nova LifeStyle (NASDAQ: NVFY) acquires interest in fund tied to SpaceX stock

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nova LifeStyle, Inc. reports that its wholly owned subsidiary, Nova Furniture Limited, closed the purchase of a 99.815% interest in Preamble Capital, a series of CGF2021 LLC, for $5,664,500.05. This gives the company effective exposure to assets held by that investment vehicle.

Shortly after, Preamble Capital entered into a Subscription Agreement with a fund that owns an aggregate of 353,772 shares of Space Exploration Technologies Corp. (“SpaceX”), consisting of 121,805 shares of Class A common stock and 231,967 shares of Class C common stock. Under this agreement, Preamble Capital subscribed to approximately 6.667% of that fund for $5,660,000.05, and the transaction closed on September 29, 2025. The company plans to file required financial statements and pro forma financial information for the acquired business or fund in a later amendment.

Positive

  • None.

Negative

  • None.

Insights

Nova LifeStyle gains indirect exposure to a SpaceX share fund via a small investment vehicle.

Nova LifeStyle, through its subsidiary Nova Furniture Limited, acquired a 99.815% interest in Preamble Capital for $5,664,500.05. This entity then subscribed for approximately 6.667% of a fund holding 353,772 SpaceX shares (121,805 Class A and 231,967 Class C) for $5,660,000.05. Together, these steps position Nova with an indirect stake in a portfolio of SpaceX shares via an investment structure rather than direct ownership.

The financial impact depends on how significant these dollar amounts are relative to Nova’s existing asset base and earnings, which is not detailed here. Future filings are expected to provide financial statements of the acquired business or fund and pro forma information within 71 days of the required filing date. Those disclosures will clarify balance sheet effects, income statement contribution, and any changes to risk profile from concentrating exposure in a single private company position.

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 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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

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FAQ

What transaction did Nova LifeStyle (NVFY) complete in this 8-K?
Nova LifeStyle, through its subsidiary Nova Furniture Limited, closed the purchase of a 99.815% interest in Preamble Capital, a series of CGF2021 LLC, for $5,664,500.05.

How is Nova LifeStyle (NVFY) gaining exposure to SpaceX shares?
Preamble Capital entered into a Subscription Agreement with a fund that holds 353,772 SpaceX shares and subscribed for approximately 6.667% of that fund for $5,660,000.05, providing Nova LifeStyle indirect exposure to that SpaceX share portfolio.

How many SpaceX shares are held by the fund involved in Nova LifeStyle’s transaction?
The fund holds an aggregate of 353,772 SpaceX shares, including 121,805 shares of Class A common stock and 231,967 shares of Class C common stock.

Will Nova LifeStyle (NVFY) provide financial statements for the acquired interest?
Yes. The company states that required financial statements of businesses or funds acquired and pro forma financial information will be filed by amendment no later than 71 calendar days after the date the report is required to be filed.

Which Nova LifeStyle subsidiary is involved in the Preamble Capital acquisition?
Nova Furniture Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of Nova LifeStyle, Inc., closed the subscription for a 99.815% interest in Preamble Capital.
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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

 

See disclosure in Item 2.01 below and incorporate herein by reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On September 25, 2025, Nova Furniture Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of Nova LifeStyle, Inc. (the “Company”) closed its subscription of 99.815% interest in Preamble Capital, A Series of CGF2021 LLC (the “Preamble Capital”), a Delaware Limited Liability Company for $5,664,500.05, as previously disclosed in the Form 8-K filed by the Company with SEC on September 29, 2025.

 

On September 26, 2025, Preamble Capital entered into a Subscription Agreement (the “Agreement”) with a 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. Pursuant to the Agreement, Preamble Capital subscribed approximately 6.667% interest of such fund for an amount of $5,660,000.05 (the “Transaction”). On September 29, 2025, Preamble Capital closed the Transaction.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial statements of businesses or funds acquired. The information required by Item 9.01 (a) is not being filed herewith but will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Form 8-K is required to be filed.

 

(b) Pro forma financial information. The information required by Item 9.01(b) is not being filed herewith and will be filed or furnished by amendment no later than 71 calendar days after the date on which this Form 8-K is required to be filed.

 

 

 

 

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: October 1, 2025    

 

 

 

Source: View Original Filing on SEC EDGAR