XMax Inc. (NVFY) lifts Preamble X Capital I stake to 99.9% via US$3.0M subscription

Rhea-AI Filing Summary

XMax Inc., through its Cayman subsidiary Xmax Beta Holdings Ltd., entered into a material Subscription Agreement with Preamble X Capital I on February 4, 2026. The Company subscribed an additional US$3,048,773.60, increasing its interest in Preamble X Capital I to approximately 99.9%, and completed this subscription the same day.

Preamble X Capital I had previously agreed on February 4, 2025 to subscribe 34,963 equity certificates in a dedicated SPV for US$3,048,773.60, with each certificate entitled to a share of Series B Preferred Stock of X.AI Holdings Corp.. Allocations Fund Administration, LLC serves as administrative manager of Preamble X Capital I, and the applicable management fee percentage for XMax’s subsidiary is stated as 0%.

Insights

Equity & Alternatives Investment Analyst

XMax channels US$3.05M into a fund structure tied to xAI preferred equity.

XMax, via Xmax Beta Holdings Ltd., increased its interest in Preamble X Capital I to about 99.9% by subscribing an additional US$3,048,773.60. This concentrates exposure in a fund whose assets include equity certificates linked to Series B Preferred Stock of X.AI Holdings Corp..

Preamble X Capital I previously subscribed 34,963 SPV equity certificates for US$3,048,773.60, each tied to Series B Preferred Stock of xAI held by a fund. Allocations Fund Administration, LLC acts as administrative manager, and the applicable management fee percentage for XMax’s interest is noted as 0%, which may reduce ongoing fee drag relative to typical fund structures.

The transaction closed on February 4, 2026, so future company filings may clarify performance contributions or valuation changes related to this concentrated holding in xAI-linked preferred shares and any associated risks from this exposure.

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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): February 4, 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 February 4, 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$3,048,773.60 (the “Subscription Amount”), which increases the Company’s interest in Preamble X Capital I to approximately 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 February 4, 2026, the Company completed the subscription.

On February 4, 2025, Preamble X Capital I entered into a Subscription Agreement with a dedicated SPV (the “SPV”) to subscribe 34,963 equity certificates in the SPV for an amount of US$3,048,773.60. Each certificate is entitled to a share of Series B Preferred Stock of X.AI Holdings Corp., a Nevada corporation (“xAI”), and such Series B Preferred Stock of xAI is directly held by a certain fund.

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 February 4, 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: February 6, 2026

FAQ

What agreement did XMax Inc. (NVFY) enter on February 4, 2026?

XMax Inc., through Xmax Beta Holdings Ltd., entered a Subscription Agreement with Preamble X Capital I on February 4, 2026. The subsidiary committed an additional US$3,048,773.60, increasing its interest in that investment vehicle to approximately 99.9%, and completed the subscription the same day.

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

The company subscribed an additional US$3,048,773.60 through its subsidiary Xmax Beta Holdings Ltd. This amount raised its ownership interest in Preamble X Capital I to about 99.9%, reflecting a significant increase in its stake in that investment structure tied to xAI-related preferred equity.

What ownership level in Preamble X Capital I does XMax Inc. now hold?

Following the February 4, 2026 subscription, XMax Inc.’s subsidiary holds approximately 99.9% of Preamble X Capital I. This near-total interest means XMax is effectively the main participant in that fund, which in turn holds certificates linked to xAI Series B Preferred Stock.

How is XMax Inc.’s investment connected to X.AI Holdings Corp.?

Preamble X Capital I previously subscribed 34,963 equity certificates in an SPV for US$3,048,773.60. Each certificate is entitled to a share of Series B Preferred Stock of X.AI Holdings Corp., so XMax’s increased stake in Preamble X Capital I heightens its indirect economic exposure to that preferred stock.

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

The applicable management fee percentage for XMax’s subsidiary in Preamble X Capital I is stated as 0%. Allocations Fund Administration, LLC acts as administrative manager, and the zero percent management fee can reduce ongoing fund-level costs for XMax compared with typical fee-bearing investment vehicles.

When did Preamble X Capital I agree to subscribe to the SPV certificates tied to xAI?

Preamble X Capital I entered a Subscription Agreement with a dedicated SPV on February 4, 2025. Under that agreement, it agreed to subscribe to 34,963 equity certificates in the SPV for US$3,048,773.60, with each certificate entitled to a share of xAI Series B Preferred Stock.