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2026-10-28
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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): October 28, 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 |
|
XMAX |
|
Nasdaq
Stock Market |
Item
1.01 Entry into a Material Definitive Agreement.
On
October 28, 2026, XMax Inc. (the “Company”) entered into a B300 GPUaaS Service Agreement (the “Service Agreement”)
with DSH HYPER PTE. LTD., a company incorporated in Singapore (“DSH”). Under the Service Agreement, DSH will provide the
Company with dedicated GPU computing capacity, included storage and related infrastructure support services (the “Services”).
DSH obtains the corresponding capacity from kt cloud Co., Ltd. (“KT”)
under a separate master service agreement between DSH and KT (the “Upstream Agreement”). The Company is not a party to the
Upstream Agreement. XMax AI Inc., a wholly owned subsidiary of the Company, will use the Services as the authorized operating end user.
The initial configuration consists of 60 NVIDIA B300 nodes (480 GPUs) and 300 TB of storage, expanding to a final configuration of 64
nodes (512 GPUs) and 560 TB of storage. Each expansion component becomes billable only after it has been supplied and has passed the
applicable acceptance testing. Storage within the agreed scope carries no separate charge. Service and billing commenced on 29 October
2026. Subject to satisfaction of the closing conditions described below, the committed term is sixty months, ending on 28 October 2031.
Total scheduled service charges for the committed term are approximately KRW 162.3 billion (approximately US$122.5 million, based on
the exchange rate
by the Federal Reserve Bank of New York of KRW 1,325.06 to US$1.00 on October 23, 2026), exclusive of applicable taxes and payable in
monthly instalments. The scheduled total is subject to adjustment for actual expansion delivery and acceptance, service-level credits
and other contractual adjustments. Each month, the Company pays the portion of the charges corresponding to DSH’s upstream obligation
directly to KT on DSH’s behalf and pays the remainder to DSH.
The
Company’s long-term commitment is subject to (i) approval of Required Security described below by the Company’s board of
directors and (ii) completion and delivery by 17 November 2026 of the Required Security and related documents. The first payment, of
approximately KRW 2.78 billion (approximately US$2.1 million), is due on 6 November 2026. It constitutes a non-refundable setup fee covering
data-center preparation, installation, testing, capacity reservation and initial use of the Services through 17 November 2026. If those
closing conditions are not satisfied, the long-term commitment will not commence, the initial arrangement will end, and the setup fee
will be the Company’s sole liability in connection with that failure. If the long-term arrangement proceeds, the setup fee will
be credited against the scheduled charges for October and November 2026.
In
connection with the Service Agreement, the Company has agreed to procure an irrevocable standby letter of credit in favour of KT, issued
by a global tier 1 bank (the “SBLC”), with a required available amount of KRW 10,833,919,488 (approximately US$8.2 million).
The SBLC will secure the monthly charges for accepted and billable Services, with late interest, and early termination penalty under
the Upstream Agreement, in each case subject to specified conditions. The Company has also agreed to enter into a corporate guarantee
in favour of KT (the “Corporate Guarantee”, collectively with SBLC, the “Required Security”), subject to approval
by its board of directors. The Corporate Guarantee will be limited to specified obligations of DSH under the Upstream Agreement. The
Corporate Guarantee generally will cover monthly charges for Services actually accepted, with late interest. It covers other amounts,
including any early termination penalty and certain equipment-damage amounts, only where they result from a material breach by the Company
that remains uncured after notice. The Company will not guarantee DSH’s other obligations or liabilities arising from DSH’s
own breach or insolvency. Amounts paid under the SBLC will be credited against the Corporate Guarantee, so the same obligation cannot
be recovered twice.
KT
may suspend the Services if payment is overdue. If the initial payment due on 6 November 2026 is not received in full, KT may terminate
immediately. A fourth payment-related suspension during the committed term also permits termination. If the Upstream Agreement becomes
terminable because of DSH’s uncured material breach or insolvency, the Company (or a permitted affiliate) has the right, but not
the obligation, to assume DSH’s position under the Upstream Agreement. As between the parties, DSH must reimburse the Company for
amounts the Company pays under the SBLC, under the Corporate Guarantee to the extent they are attributable to DSH. The Service Agreement
is governed by the laws of the Republic of Korea, and the Seoul Central District Court has exclusive jurisdiction.
The
foregoing description of the Service Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Service Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Certain identified information
has been omitted from the exhibit in accordance with Item 601(b)(10)(iv) of Regulation S-K because it is both not material and of the
type that the Company treats as private or confidential.
Forward-Looking
Statements
This
Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These include statements regarding the expected term, capacity, expansion timing, charges, closing
conditions, security arrangements and benefits of the Service Agreement. These statements are based on current expectations and are subject
to risks and uncertainties that could cause actual results to differ materially. Such risks include: whether the board approval and security
conditions are satisfied; the issuance of the SBLC; the performance of DSH and KT; delays in delivery or acceptance of capacity; currency
fluctuations between the Korean won and the U.S. dollar; and the other risks described in the Company’s filings with the Securities
and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
Item
8.01. Other Events.
On
November 2, 2026, the Company issued a press release announcing the Service Agreement, a copy of which is attached hereto as Exhibit
99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Title or Description |
| 10.1 |
|
B300
GPUaaS Service Agreement, dated October 28, 2026, by and between XMax Inc. and DSH HYPER PTE. LTD. |
| 99.1 |
|
Press Release |
| 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:
November 2, 2026 |
|
|
Exhibit 99.1
XMax
Announces AI Infrastructure Services Agreement, Expects Over US$100 Million in Revenue Over the Next Five Years
| ● | Advancing
NeoCloud and AI Token Factory Commercialization |
| | | |
| | ● | Leveraging
kt cloud’s
high-performance computing, targeting scale of 512 NVIDIA Blackwell Ultra B300 GPUs |
LOS
ANGELES, November 2, 2026 (GLOBE NEWSWIRE) — XMax Inc. (NASDAQ: XMAX) (“XMax” or the “Company”), a
distributor of contemporary furniture and artificial intelligence software and platform-based service provider, today announced that
it has entered into a five-year artificial intelligence (“AI”) infrastructure services agreement with DSH HYPER PTE.
LTD. of Singapore (“DSH”). Under the agreement, XMax will obtain, through DSH, dedicated high-performance computing
services deployed in Korea on infrastructure provided by kt cloud Co., Ltd., an affiliate of KT Corporation, formerly Korea Telecom
Corp. (“kt cloud”). XMax’s wholly owned subsidiary, XMax AI Inc. (“XMax AI”), is the designated
operating end user under the agreement. The Company intends to use the capacity as its core computing foundation to advance the
research and development, deployment and commercialization of its NeoCloud and AI Token Factory offerings. NeoCloud is an
AI-optimized cloud infrastructure service for enterprise AI workloads, delivering accelerated compute purpose-built for AI
inference; AI Token Factory, in contrast, is an API-driven, self-operated global distributed inference platform —
model-agnostic and deployment-agnostic — that sells committed compliant inference capacity scoped by jurisdiction ×
compliance tier, and delivers AI service products for the finance, government, industrial, and consumer goods industries.
“This
agreement gives us dedicated, high-performance computing capacity on which to build our NeoCloud and AI Token Factory offerings, and we believe it represents
meaningful progress in executing our AI growth strategy. Our immediate focus is to complete technical validation of our first AI Token
Factory and prepare our platform for launch, and we look forward to updating investors as we make progress,” said Andy Lu, Chief
Executive Officer of XMax.
Building
High-Performance Computing Infrastructure Purpose-Built for AI Inference
Under
the agreement, the AI cluster made available to XMax is planned to comprise 64 compute nodes, each equipped with eight NVIDIA Blackwell
Ultra B300 GPUs, for a target total of 512 GPUs, plus 560TB of high-performance parallel storage. XMax intends to use the cluster primarily
for high-throughput AI inference, to help optimize cost, latency and throughput.
Service
began on October 29, 2026 with an initial configuration of 480 GPUs, with the full 512-GPU configuration expected to follow in phases.
The five-year service commitment is subject to certain closing conditions, including approval by XMax’s board of directors and
delivery of the required security guarantee and standby letter of credit (SBLC) in favor of kt cloud by November 17, 2026. The material
terms of the Agreement will be disclosed in the Form 8-K filed by the Company with the SEC on November 2, 2026.
Advancing
Product Commercialization with NeoCloud and the AI Token Factory at the Core
XMax
AI will first use the cluster to complete development of the Company’s first AI Token Factory and launch its platform product.
This work will include infrastructure integration, large-model inference optimization, model serving performance testing and commercial
platform validation. Once technical validation is complete and applicable contractual, technical and regulatory requirements are met,
the Company plans to commercialize a range of NeoCloud AI products and services on this infrastructure.
The
planned product portfolio includes:
| ● | AI
Token Factory services on NeoCloud for high-throughput AI inference, billed on API usage; |
| ● | Model-as-a-Service
(MaaS) providing managed model endpoints and model orchestration; |
| ● | Enterprise-grade
AI applications covering workloads such as AI agents and retrieval-augmented generation (RAG). |
The
Company intends to deliver these AI software and inference services through APIs, a command-line interface (CLI) and managed workspaces,
and to conduct operations across the United States, Japan, Korea, and Singapore.
Five-Year
Revenue Outlook
Based
on the planned deployment of 512 NVIDIA Blackwell Ultra B300 GPUs for this AI infrastructure project in Korea and the anticipated commercialization
progress of its NeoCloud and AI Token Factory platforms, the Company expects the related businesses supported by this project to generate
more than US$100 million in cumulative revenue over the next five years. Expected revenue sources include AI inference services billed
on API usage, managed model services (MaaS) and enterprise-grade AI application services. As the infrastructure is deployed, the
platforms are launched and enterprise customer adoption grows, the Company plans to progressively expand the commercial use of these
services.
About
XMax Inc.
Headquartered
in Commerce, California, XMax Inc. (NASDAQ: XMAX), formerly known as Nova LifeStyle, Inc., is a diversified company engaged in the design,
sourcing, and distribution of contemporary furniture, as well as the development of artificial intelligence technologies and applications.
The Company operates through an established global network of suppliers, distributors, and e-commerce channels, serving a broad customer
base. The Company has expanded into artificial intelligence technologies, including AI software and platform-based services through its
wholly owned subsidiaries XMax AI Inc. and Elonx AI Holdings PTE. LTD., to support future growth. By leveraging emerging technologies,
the Company aims to drive diversification and long-term value creation.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding whether
the board approval and security conditions are satisfied; the issuance of the SBLC; the performance of DSH and KT; delays in delivery
or acceptance of capacity; currency fluctuations between the Korean won and the U.S. dollar; the planned deployment, scale, timing and
performance of the AI cluster; the Company’s plans to develop, launch and commercialize NeoCloud, AI Token Factory and related
offerings; and the Company’s expectations regarding future revenue and growth, including its projection of more than US$100 million
in cumulative revenue over the next five years from the related businesses supported by the AI infrastructure project in Korea. These
statements are based on current expectations, assumptions and analyses made by us in light of our experience and our perception of trends,
current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances, and are
subject to risks and uncertainties that may cause actual results to differ materially. All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use
of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,”
“intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,”
“expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,”
“outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,”
“attempt,” “pursue,” or the negative of these terms or other comparable terms. However, the absence of these
words does not mean that the statements are not forward-looking. XMax Inc. undertakes no obligation to update any forward-looking statements
except as required by law.
Investor
Relations Contact
ICR
LLC
XMaxIR@icrinc.com
