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XMax Inc. (XMAX) to acquire Aerora shares and back Figure AI-focused fund

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

XMax Inc. reported that its indirectly wholly owned subsidiary, Xmax Beta Holdings Ltd., had previously contributed US$8,770,000 to Preamble X Capital I, a series of Preamble X Capital LLC. On August 10, 2026, Preamble X Capital I subscribed for approximately 5% interests in a private investment fund for an aggregate amount of US$8,400,000, and that transaction was completed the same day. The fund manager intends to invest substantially all of its investable assets in shares of common or preferred stock of Figure AI Inc.

Also on August 10, 2026, XMax Inc. entered into a Securities Purchase Agreement with Cobalt Pacific Holdings Ltd. and Aerora Technology Co., Ltd. Under this agreement, XMax Inc. will purchase 561,426 Ordinary Shares of Aerora Technology Co., Ltd. from Cobalt Pacific Holdings Ltd. for an aggregate purchase price of US$12,003,287.95, or approximately US$21.38 per share. The Securities Purchase Agreement is referenced as Exhibit 10.1 and is incorporated by reference.

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Filing Explained

The fund subscription is complete, but the $12.0 million Aerora share purchase is disclosed as an agreement rather than a reported closing.

On August 10, 2026, XMax’s indirectly wholly owned subsidiary completed its $8,400,000 subscription for approximately 5% of a private fund. XMax entered an agreement to buy 561,426 Aerora shares for $12,003,287.95; the fund subscription is complete, but the Aerora purchase is an agreed transaction rather than a reported closing.

Form 8-K reports specified material events, and this filing uses Item 1.01 for the securities purchase agreement and Item 2.01 for the acquisition-or-disposition disclosure.

Although Item 2.01 is headed “Completion of Acquisition or Disposition of Assets,” the operative Aerora disclosure says XMax “will purchase” the shares. The filing therefore supports an agreed Aerora acquisition, not a completed transfer.

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.
Prior contribution to Preamble X Capital I US$8,770,000 Aggregate amount contributed by Xmax Beta Holdings Ltd.
Fund interest subscribed US$8,400,000 Aggregate amount for approximately 5% interests in the private fund
Fund interest percentage 5% Approximate interests in the private investment fund
Aerora shares to be purchased 561,426 shares Ordinary Shares of Aerora Technology Co., Ltd.
Aggregate Aerora purchase price US$12,003,287.95 Total consideration for 561,426 Aerora Ordinary Shares
Aerora price per share US$21.38 per share Approximate price implied by the aggregate purchase price
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement 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.
Securities Purchase Agreement regulatory
"entered into a Securities Purchase Agreement (the “Agreement”) with Cobalt Pacific"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
private investment fund financial
"subscribed for approximately 5% interests in a private investment fund (the “Fund”)"
A private investment fund is a pooled pool of capital from a limited group of investors that professional managers use to buy assets such as companies, real estate, or bonds that are not traded on public markets. Think of it as a private investment club: members give money to a manager who makes decisions on their behalf. It matters to investors because these funds can offer higher returns or different risks than public markets, but they also come with less liquidity, fewer disclosure rules, and longer commitments.
Ordinary Shares financial
"will purchase 561,426 Ordinary Shares, par value US$0.0001 per share"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 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.

FAQ

What investment did XMAX Inc. make through Preamble X Capital I?
XMax’s subsidiary previously contributed US$8,770,000 to Preamble X Capital I. On August 10, 2026, that vehicle subscribed for approximately 5% interests in a private investment fund for US$8,400,000, which intends to invest mainly in Figure AI Inc. shares.

How is XMAX Inc. gaining exposure to Figure AI Inc.?
Exposure to Figure AI Inc. comes indirectly through a private investment fund. On August 10, 2026, Preamble X Capital I acquired about 5% interests in the fund for US$8,400,000, and the fund manager intends to invest substantially all assets in Figure AI Inc. stock.

What are the terms of XMAX Inc.’s share purchase in Aerora Technology Co., Ltd.?
XMax Inc. agreed to purchase 561,426 Ordinary Shares of Aerora Technology Co., Ltd. from Cobalt Pacific Holdings Ltd. for an aggregate price of US$12,003,287.95, equating to approximately US$21.38 per share, under a Securities Purchase Agreement dated August 10, 2026.

Who are the counterparties to XMAX Inc.’s Securities Purchase Agreement?
The Securities Purchase Agreement is between XMax Inc., Cobalt Pacific Holdings Ltd. as the seller, and Aerora Technology Co., Ltd.. XMax will acquire 561,426 Aerora Ordinary Shares from Cobalt Pacific Holdings Ltd. for US$12,003,287.95 in total.

What percentage interest did the fund interest subscription represent for Preamble X Capital I related to XMAX (XMAX)?
On August 10, 2026, Preamble X Capital I subscribed for approximately 5% interests in a private investment fund. The subscription amount was US$8,400,000, funded from capital that included a prior US$8,770,000 contribution from Xmax Beta Holdings Ltd.

On which market is XMAX Inc.’s common stock listed?
XMax Inc.’s common stock, par value $0.001 per share, trades under the symbol XMAX on the Nasdaq Stock Market. This listing applies to its registered common stock under Section 12(b) of the Exchange Act.

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Understanding 8-K Material Events →
false 0001473334 0001473334 2026-08-10 2026-08-10 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): August 10, 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

 

Xmax Beta Holdings Ltd., a company incorporated in the Cayman Islands and an indirectly wholly owned subsidiary of XMax Inc. previously contributed an aggregate amount of US$8,770,000 with Preamble X Capital I, a series of Preamble X Capital LLC, a Delaware Limited Liability Company, as disclosed in the Form 8-K filed with SEC on July 10, 2026. On August 10, 2026, Preamble X Capital I subscribed for approximately 5% interests in a private investment fund (the “Fund”) for an aggregate amount of $8,400,000 (the “Transaction”). The Fund Manager intends to invest, directly, substantially all of its investable assets in shares of common or preferred stock of Figure AI Inc., a Delaware corporation. On August 10, 2026, Preamble X Capital I completed the Transaction.

 

On August 10, 2026, XMax Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Cobalt Pacific Holdings Ltd. (the “Seller”) and Aerora Technology Co., Ltd., pursuant to which the Company will purchase 561,426 Ordinary Shares, par value US$0.0001 per share (the “Shares”), of Aerora Technology Co., Ltd., a Cayman Islands exempted company (“Aerora”), from the Seller, for an aggregate purchase price of US$12,003,287.95 (approximately US$21.38 per Share). 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   Securities Purchase Agreement by and among the Company, Cobalt Pacific Holdings Ltd. and Aerora Technology Co., Ltd., dated August 10, 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: August 12, 2026    

 

 

 

Source: View Original Filing on SEC EDGAR

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