XMax Inc. invests $5.45M via Preamble X vehicle

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%.

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.

Insights

Equity capital allocation analyst

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, or 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

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

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.

How many SpaceX shares are tied to XMax Inc.’s reported transaction?

The private investment fund intends to use $5,350,000 from Preamble X Capital I to acquire beneficially 258,051 shares of SpaceX Class A Common Stock. XMax’s exposure is indirect, through its more than 99.9% interest in Preamble X Capital I.

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.

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

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false 0001473334 0001473334 2026-04-15 2026-04-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): April 15, 2026

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 1.01 Entry into a Material Definitive Agreement

On April 15, 2026, Xmax Beta 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 X Capital I, a series of Preamble X Capital LLC, a Delaware Limited Liability Company. Pursuant to the Agreement, the Company made additional subscription in an aggregate amount of US$5,450,000 (the “Subscription Amount”), which increases the Company’s interest in Preamble X Capital I to more than 99.9%. Allocations Fund Administration, LLC is the administrative manager of Preamble X Capital I. The applicable management fee percentage for the Company is 0%. On April 15, 2026, the Company completed the subscription.

On April 17, 2026, Preamble X Capital I entered into a Subscription Agreement with a private investment fund (the “Fund”). Pursuant to the Agreement, Preamble X Capital I subscribed for approximately a 3.680% interest in the Fund for an aggregate amount of $5,350,000 (the “Transaction”), which amount the Fund intends to invest and acquire beneficially 258,051 shares of Class A Common Stock of Space Exploration Technologies Corp., a Texas corporation (“SpaceX”). On April 20, 2026, Preamble X Capital I completed the Transaction.

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 2.01 Completion of Acquisition or Disposition of Assets.

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 2.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Subscription Agreement between Xmax Beta Holdings Ltd. and Preamble X Capital I, a series of Preamble X Capital LLC dated April 15, 2026.
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.

	XMax Inc.
	By:	/s/ Xiaohua Lu
		Xiaohua Lu
		Chief Executive Officer
Date: April 21, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1.2 MB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB