XMax Inc. unit buys 99.82% of fund vehicle tied to SpaceX

Rhea-AI Filing Summary

XMax Inc., through its Cayman subsidiary Xmax Alpha Holdings Ltd., has taken an indirect stake in Space Exploration Technologies Corp. (SpaceX) via a fund investment. On October 15, 2025, the subsidiary subscribed a 99.82% interest in Preamble Capital I for $5,605,000, making it the main member of that fund vehicle. Preamble Capital I then committed $5,600,000 on October 16, 2025 to another fund that buys SpaceX shares. On November 24, 2025, Preamble Capital I completed the acquisition of a 39.7% interest in that underlying fund, which holds 55,629 shares of SpaceX Class A common stock and 3,781 shares of SpaceX Class C common stock, giving XMax economic exposure to those securities.

Insights

Equity analyst

XMax obtains indirect SpaceX exposure via a $5.6M fund structure.

XMax Inc., through Xmax Alpha Holdings Ltd., has become the key investor in Preamble Capital I by subscribing a 99.82% interest for $5,605,000. Preamble Capital I in turn committed $5,600,000 to a fund that purchases SpaceX stock, creating a layered structure rather than direct ownership of SpaceX shares by XMax.

By November 24, 2025, Preamble Capital I owned a 39.7% interest in that underlying fund, which holds 55,629 SpaceX Class A and 3,781 Class C shares. The economic outcome for XMax will depend on the performance and valuation of this SpaceX position, as well as any terms governing the fund interests, which are not detailed in the excerpt.

This development introduces exposure to a high-profile private company into XMax’s asset base through a concentrated fund position. Subsequent company filings may provide more clarity on how this investment fits into XMax’s broader strategy and risk profile.

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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): November 24, 2025

XMax 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		XWIN		Nasdaq Stock Market

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 15, 2025, Xmax Alpha Holdings Ltd. (the “Company”), a company incorporated in the Cayman Islands and an indirectly wholly owned subsidiary of XMax Inc. entered into a Subscription Agreement (the “Agreement”) with Preamble Capital I, A Series of CGF2021 LLC (the “Preamble Capital I”), a Delaware Limited Liability Company. Pursuant to the Agreement, the Company subscribed 99.82% interest in Preamble Capital I in an amount equal to $5,605,000 and has become a member of the Fund. On October 16, 2025, Preamble Capital I entered into a Subscription Agreement with a certain fund to subscribe 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”), as disclosed in the Form 8-K filed with SEC on October 21, 2025. On November 24, 2025, Preamble Capital I completed the acquisition of 39.7% interest in such fund which is holding 55,629 shares of Class A Common Stock and 3,781 shares of Class C Common Stock of SpaceX.

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.

	XMAX Inc.
	By:	/s/ Xiaohua Lu
		Xiaohua Lu
		Chief Executive Officer
Date: November 26, 2025

FAQ

What transaction did XMax Inc. report in this 8-K for NVFY shareholders?

XMax Inc. reported that its subsidiary Xmax Alpha Holdings Ltd. bought a 99.82% interest in Preamble Capital I for $5,605,000, making it the main member of that investment vehicle.

How does XMax Inc. gain exposure to SpaceX through this deal?

Preamble Capital I, now majority-owned by XMax’s subsidiary, subscribed $5,600,000 into a fund that buys SpaceX shares, giving XMax indirect economic exposure to SpaceX stock held by that fund.

What percentage of the underlying SpaceX-focused fund does Preamble Capital I own?

On November 24, 2025, Preamble Capital I completed the acquisition of a 39.7% interest in the fund that holds SpaceX shares.

How many SpaceX shares does the underlying fund hold for the benefit of its investors?

The underlying fund holds 55,629 shares of SpaceX Class A common stock and 3,781 shares of SpaceX Class C common stock for its investors, including Preamble Capital I.

What is the total amount XMax’s subsidiary committed in this investment structure?

Xmax Alpha Holdings Ltd. subscribed a 99.82% interest in Preamble Capital I for $5,605,000, and Preamble Capital I then subscribed $5,600,000 into the SpaceX-focused fund.

Is this a direct purchase of SpaceX shares by XMax Inc.?

No. The structure involves XMax’s subsidiary investing in Preamble Capital I, which then owns a 39.7% interest in a separate fund that holds SpaceX Class A and Class C shares.