XMax Inc. (Nasdaq: NVFY) commits $5.45M to SpaceX-focused fund path
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
XMax Inc., through its Cayman subsidiary Xmax Beta Holdings Ltd., entered a Subscription Agreement on April 15, 2026 to invest $5,450,000 into Preamble X Capital I, raising its interest in that vehicle to more than 99.9%.
On April 17, 2026, Preamble X Capital I agreed to invest $5,350,000 for approximately a 3.680% interest in a private investment fund, which plans to use that amount to acquire beneficial ownership of 258,051 shares of Class A Common Stock of Space Exploration Technologies Corp. The subscription by Xmax Beta Holdings and the subsequent fund investment were completed by April 20, 2026 and are treated as an acquisition of assets.
Positive
- None.
Negative
- None.
Insights
XMax channels $5.45M into a fund vehicle targeting SpaceX shares.
XMax Inc. caused its subsidiary Xmax Beta Holdings to commit $5,450,000 to Preamble X Capital I, taking its interest to over 99.9%. That vehicle then subscribed $5,350,000 for about a 3.680% stake in a private fund investing in 258,051 SpaceX Class A shares.
This sequence effectively shifts cash into a specialized investment structure with a defined exposure to SpaceX equity, while the management fee for the company’s investment in Preamble X Capital I is stated as 0%. Actual economic impact depends on the performance and liquidity of the underlying SpaceX position and any terms in the Subscription Agreement incorporated by reference.
8-K Event Classification
3 items: 1.01, 2.01, 9.01
3 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 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.
Key Figures
Subsidiary subscription amount: $5,450,000
Fund investment amount: $5,350,000
Fund interest acquired: 3.680%
+3 more
6 metrics
Subsidiary subscription amount
$5,450,000
Additional subscription by Xmax Beta Holdings Ltd. on April 15, 2026
Fund investment amount
$5,350,000
Preamble X Capital I subscription into private investment fund on April 17, 2026
Fund interest acquired
3.680%
Interest in private investment fund subscribed by Preamble X Capital I
SpaceX shares targeted
258,051 shares
Class A Common Stock of SpaceX the fund intends to acquire
Ownership in Preamble X Capital I
More than 99.9%
Interest of Xmax Beta Holdings Ltd. in Preamble X Capital I after subscription
Management fee rate
0%
Applicable management fee percentage for the company in Preamble X Capital I
Key Terms
Material Definitive Agreement, Subscription Agreement, emerging growth company, Class A Common Stock, +1 more
5 terms
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement On April 15, 2026, Xmax Beta Holdings Ltd."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Subscription Agreement financial
"entered into a Subscription Agreement (the “Agreement”) with Preamble X Capital I"
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Class A Common Stock financial
"acquire beneficially 258,051 shares of Class A Common Stock of Space Exploration Technologies Corp."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
beneficially financial
"which amount the Fund intends to invest and acquire beneficially 258,051 shares of Class A Common Stock"
FAQ
What transaction did XMax Inc. (NVFY) report in this 8-K?
XMax Inc. reported that its subsidiary Xmax Beta Holdings Ltd. entered a Subscription Agreement to invest $5,450,000 in Preamble X Capital I. That vehicle then subscribed $5,350,000 into a private fund acquiring 258,051 SpaceX Class A shares.
How much did XMax’s subsidiary invest through Preamble X Capital I?
Xmax Beta Holdings Ltd. made an additional subscription of $5,450,000 into Preamble X Capital I. This investment increased its interest in that series vehicle to more than 99.9%, consolidating XMax’s indirect economic exposure to the vehicle’s underlying assets.
What interest did Preamble X Capital I acquire in the private investment fund?
Preamble X Capital I subscribed for approximately a 3.680% interest in a private investment fund. It committed an aggregate amount of $5,350,000, which the fund intends to use to acquire beneficial ownership of 258,051 SpaceX Class A shares.
When were the subscription and subsequent investment completed for XMax (NVFY)?
Xmax Beta Holdings completed its $5,450,000 subscription into Preamble X Capital I on April 15, 2026. Preamble X Capital I then completed the $5,350,000 investment into the private fund on April 20, 2026, following an agreement dated April 17, 2026.
What management fee applies to XMax’s investment in Preamble X Capital I?
The applicable management fee percentage for the company’s investment in Preamble X Capital I is stated as 0%. Allocations Fund Administration, LLC serves as the administrative manager of Preamble X Capital I under this structure.