Nova LifeStyle invests $5.605M for 99.82% fund interest

Nova LifeStyle (NVFY) reported a new investment agreement.

Rhea-AI Filing Summary

Nova LifeStyle (NVFY) reported a new investment agreement. On October 15, 2025, its indirectly wholly owned subsidiary, Xmax Alpha Holdings Ltd., entered into and completed a Subscription Agreement to purchase a 99.82% interest in Preamble Capital I, A Series of CGF2021 LLC for $5,605,000. The applicable management fee percentage for the Company is 0%.

On October 16, 2025, that fund subscribed $5,600,000 into another fund that will use the proceeds to purchase common stock of Space Exploration Technologies Corp. (SpaceX). This establishes an indirect exposure to SpaceX through layered fund interests. Sydecar LLC serves as the fund administrator.

Insights

Corporate finance analyst

Neutral administrative investment: $5.605M into a fund with 0% fee.

The company deployed $5,605,000 via a subsidiary to acquire a 99.82% interest in a Delaware series fund. The agreement was executed and completed on October 15, 2025, with an applicable management fee percentage of 0% for the investor. The following day, the fund committed $5,600,000 to another fund intended to purchase SpaceX common stock, providing indirect exposure.

The filing lists an administrative structure (series fund, administrator Sydecar LLC) and specifies cash outlay and dates. Actual performance depends on the underlying fund’s activities and SpaceX share purchases, which are described as the use of proceeds by that downstream fund.

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 did Nova LifeStyle (NVFY) announce in this 8-K?

It completed a Subscription Agreement through Xmax Alpha Holdings Ltd. to acquire a 99.82% interest in Preamble Capital I, A Series of CGF2021 LLC for $5,605,000.

How much did NVFY invest and when was it completed?

The company invested $5,605,000, and the subscription was completed on October 15, 2025.

What management fee applies to Nova LifeStyle’s fund subscription?

The applicable management fee percentage for the Company is 0%.

How does this relate to SpaceX?

On October 16, 2025, the fund subscribed $5,600,000 into another fund that will use the proceeds to purchase SpaceX common stock.

Which entity made the investment for Nova LifeStyle?

Xmax Alpha Holdings Ltd., an indirectly wholly owned subsidiary of Nova LifeStyle, Inc.

Who administers the subscribed fund?

Sydecar LLC is the administrator of Preamble Capital I, A Series of CGF2021 LLC.

What percentage interest did NVFY acquire in the fund?

It acquired a 99.82% interest.

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

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Accepted by SEC EDGAR 10/21/2025 - 04:30 PM 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): October 15, 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 October 15, 2025, Xmax Alpha Holdings Ltd. (the “Company”), a company incorporated in the Cayman Islands and an indirectly wholly owned subsidiary of Nova LifeStyle, Inc. entered into a Subscription Agreement (the “Agreement”) with Preamble Capital I, A Series of CGF2021 LLC (the “Fund”), a Delaware Limited Liability Company. Pursuant to the Agreement, the Company subscribed 99.82% interest in the Fund in an amount equal to $5,605,000 (the “Subscription Amount”) and has become a member of the Fund and been 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%. October 15, 2025, the Company completed the subscription.

On October 16, 2025, the Fund entered into a Subscription Agreement with a certain fund to subscribe certain interest of such fund for an amount of $5,600,000, which will be used by such fund to purchase shares of common stock of Space Exploration Technologies Corp., a Texas, (“SpaceX”).

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 is 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 Xmax Alpha Holdings Ltd. and Preamble Capital I, A Series of CGF2021 LLC dated October 15, 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: October 21, 2025