XMax Inc. commits US$8.46M to Preamble X Capital I vehicle

XMax Inc., through its indirectly wholly owned Cayman subsidiary Xmax Beta Holdings Ltd., entered into a material subscription agreement on December 2, 2025.

Rhea-AI Filing Summary

XMax Inc., through its indirectly wholly owned Cayman subsidiary Xmax Beta Holdings Ltd., entered into a material subscription agreement on December 2, 2025. The subsidiary acquired approximately 99.88% of Preamble X Capital I for a subscription amount of US$8,461,428.80, with an applicable management fee percentage of 0%.

On the same day, Preamble X Capital I subscribed for 40,106 equity certificates of a special purpose vehicle (SPV) for US$2,999,928.80. The SPV holds 502,236 equity certificates, each tied to a share of Series B Preferred Stock of X.AI Corp., which are directly held by a fund. On December 8, 2025, Preamble X Capital I also agreed to subscribe interests in a separate fund for US$5,400,000, to be used by that fund to purchase common stock of X.AI Corp.

Insights

Equity capital markets analyst

XMax routes about US$8.46M into vehicles gaining exposure to X.AI Corp. preferred and common equity.

The key development is that an indirectly wholly owned subsidiary of XMax Inc. subscribed for roughly 99.88% of Preamble X Capital I for US$8,461,428.80, with a stated management fee of 0%. This makes Preamble X Capital I largely controlled by the XMax group while using a fund structure.

Preamble X Capital I then committed US$2,999,928.80 to acquire 40,106 equity certificates of an SPV whose certificates correspond to shares of Series B Preferred Stock of X.AI Corp., and a further US$5,400,000 to a separate fund that will use the capital to purchase X.AI common stock. Together, these steps create indirect exposure to both preferred and common equity of X.AI through layered vehicles.

The arrangement appears designed to hold and manage positions in X.AI via fund and SPV structures rather than direct ownership. Actual financial impact will depend on the future performance and valuation of the underlying X.AI securities and any additional terms contained in the full subscription agreement.

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 agreement did XMax Inc. (NVFY) enter into on December 2, 2025?

On December 2, 2025, an indirectly wholly owned subsidiary of XMax Inc., Xmax Beta Holdings Ltd., entered into a Subscription Agreement with Preamble X Capital I, subscribing for approximately 99.88% interest in that vehicle.

How much did XMax Inc. commit under the subscription with Preamble X Capital I?

Xmax Beta Holdings Ltd. committed a Subscription Amount of US$8,461,428.80 to Preamble X Capital I and became a member subject to its LLC agreement.

What investment did Preamble X Capital I make into the SPV related to X.AI Corp.?

Preamble X Capital I subscribed for 40,106 equity certificates of an SPV for US$2,999,928.80. The SPV holds 502,236 equity certificates, each linked to a share of Series B Preferred Stock of X.AI Corp..

How is XMax Inc. gaining exposure to X.AI Corp. common stock?

On December 8, 2025, Preamble X Capital I agreed to subscribe for interests in a separate fund for US$5,400,000, and that fund will use the capital to purchase common stock of X.AI Corp..

What management fee applies to XMax Inc.’s investment in Preamble X Capital I?

The filing states that the applicable management fee percentage for the Company is 0% with respect to its investment in Preamble X Capital I.

Where can investors find the full terms of XMax Inc.’s subscription agreement?

The Subscription Agreement between Xmax Beta Holdings Ltd. and Preamble X Capital I is filed as Exhibit 10.1 and is incorporated by reference.

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

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Accepted by SEC EDGAR 12/08/2025 - 05:10 PM Learn about SEC filing dates

false 0001473334 0001473334 2025-12-02 2025-12-02 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): December 2, 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 1.01 Entry into a Material Definitive Agreement

On December 2, 2025, 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 subscribed approximately 99.88% interest in Preamble X Capital I in an amount equal to US$8,461,428.80 (the “Subscription Amount”) and has become a member of Preamble X Capital I and been bound by the LLC Agreement as a member of Preamble X Capital I. Allocations Fund Administration, LLC is the administrative manager of Preamble X Capital I. The applicable management fee percentage for the Company is 0%. On December 2, 2025, the Company completed the subscription.

On December 2, 2025, Preamble X Capital I entered into a Subscription Agreement with a dedicated SPV (the “SPV”) to subscribe 40,106 equity certificates in the SPV for an amount of US$2,999,928.80. The SPV currently holds 502,236 equity certificates, and each certificate is entitled to a share of Series B Preferred Stock of X.AI Corp., a Neveda corporation (“xAI”) and such Series B Preferred Stock of xAI are directly held by a certain fund.

On December 8, 2025, Preamble X Capital I entered into a separate Subscription Agreement with a separate fund to subscribe certain interest of such fund for an amount of $5,400,000, which will be used by such fund to purchase shares of common stock of X.AI Corp., a Neveda corporation.

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 Beta Holdings Ltd. and Preamble X Capital I, a series of Preamble X Capital LLC dated December 2, 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.

	XMax Inc.
	By:	/s/ Xiaohua Lu
		Xiaohua Lu
		Chief Executive Officer
Date: December 8, 2025