XMax Inc. (XMAX) commits $8,320,000 to Figure AI-focused fund structure
Rhea-AI Filing Summary
XMax Inc., through its indirectly wholly owned Cayman subsidiary Xmax Beta Holdings Ltd., entered into a Subscription Agreement with Preamble X Capital I on July 17, 2026. Xmax Beta Holdings subscribed for an additional US$8,320,000, increasing its interest in Preamble X Capital I to more than 99.9%. The applicable management fee percentage for this investment is 0%, and the subscription was completed on the same date.
Also on July 17, 2026, Preamble X Capital I agreed to subscribe for approximately 48% interests in a private investment fund for an aggregate amount of $8,000,000, a transaction completed on July 22, 2026. The fund’s manager intends to invest, indirectly, substantially all of its investable assets in shares of common or preferred stock of Figure AI Inc., providing XMax with indirect exposure to that company. XMax treats this as a completion of an acquisition of assets and provides the Subscription Agreement as an exhibit.
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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, and exhibit attachments filed with this report.
Key Figures
Subscription Amount into Preamble X Capital I: US$8,320,000
Ownership in Preamble X Capital I: more than 99.9%
Management fee percentage: 0%
+2 more
5 metrics
Subscription Amount into Preamble X Capital I
US$8,320,000
Additional subscription by Xmax Beta Holdings Ltd. on July 17, 2026
Ownership in Preamble X Capital I
more than 99.9%
Resulting interest of Xmax Beta Holdings Ltd. after the subscription
Management fee percentage
0%
Applicable management fee percentage for the Company in Preamble X Capital I
Investment in private fund
$8,000,000
Aggregate amount Preamble X Capital I subscribed for interests in the Fund
Interest in the Fund
approximately 48%
Proportion of interests in the private investment fund acquired by Preamble X Capital I
Key Terms
Material Definitive Agreement, Subscription Agreement, Completion of Acquisition or Disposition of Assets, emerging growth company
4 terms
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement On July 17, 2026"
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.
Completion of Acquisition or Disposition of Assets regulatory
"Item 2.01 Completion of Acquisition or Disposition of Assets."
emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b)"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did XMax Inc. (XMAX) report on July 17, 2026?
XMax Inc. reported that its subsidiary Xmax Beta Holdings Ltd. entered a Subscription Agreement and made an additional US$8,320,000 subscription into Preamble X Capital I, raising its ownership to more than 99.9% and completing the transaction on July 17, 2026.
How much capital did XMax Inc. (XMAX) commit through Xmax Beta Holdings Ltd.?
Through Xmax Beta Holdings Ltd., XMax committed an additional US$8,320,000 to Preamble X Capital I. This subscription increased the subsidiary’s interest in that vehicle to more than 99.9%, with an applicable management fee percentage of 0% on this investment.
What ownership stake in the private fund was acquired via Preamble X Capital I for XMAX?
Preamble X Capital I subscribed for approximately 48% interests in a private investment fund for $8,000,000. This investment, completed on July 22, 2026, provides XMax Inc. indirect exposure to that fund’s assets through its majority interest in Preamble X Capital I.
How does the XMax Inc. (XMAX) transaction relate to Figure AI Inc.?
The private fund in which Preamble X Capital I acquired about 48% interests for $8,000,000 intends to invest, indirectly, substantially all of its investable assets in shares of common or preferred stock of Figure AI Inc., giving XMax indirect exposure to that company.
What management fees apply to XMax Inc.’s (XMAX) investment in Preamble X Capital I?
For XMax’s investment in Preamble X Capital I, the applicable management fee percentage is disclosed as 0%. Allocations Fund Administration, LLC acts as the administrative manager for Preamble X Capital I in connection with this arrangement, according to the company’s disclosure.
How does XMax Inc. (XMAX) classify this fund investment transaction?
XMax classifies the transaction as both an entry into a Material Definitive Agreement and a completion of acquisition of assets. The company cross-references the disclosure between these items and files the Subscription Agreement as Exhibit 10.1.