XMax Inc. boosts fund stake with $8.77M subscription

Q: How much did XMax Inc. (XMAX) invest under the new Subscription Agreement?

Xmax Beta Holdings subscribed an additional US$8,770,000 to Preamble X Capital I. This aggregate subscription amount increases the subsidiary’s investment in the fund and is treated as an acquisition of assets.

Q: What management fee applies to XMax Inc.’s (XMAX) investment in Preamble X Capital I?

For Xmax Beta Holdings’ investment in Preamble X Capital I, the applicable management fee percentage is 0%. This means the company’s interest is not subject to an ongoing management fee charged at the fund level.

Q: When did XMax Inc. (XMAX) complete the additional subscription into Preamble X Capital I?

The company completed the additional subscription into Preamble X Capital I on July 7, 2026, one day after signing the Subscription Agreement, and characterizes this as completion of an acquisition of assets.

Q: Who manages Preamble X Capital I in which XMax Inc. (XMAX) holds over 99.9%?

Allocations Fund Administration, LLC is identified as the administrative manager of Preamble X Capital I, the investment vehicle in which Xmax Beta Holdings now holds more than 99.9% interest.

XMax Inc., through its indirectly wholly owned Cayman subsidiary Xmax Beta Holdings Ltd., entered into a Subscription Agreement with Preamble X Capital I, a series of Preamble X Capital LLC, on July 6, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

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, a series of Preamble X Capital LLC, on July 6, 2026. Under this agreement, Xmax Beta Holdings subscribed an additional US$8,770,000, increasing its interest in Preamble X Capital I to more than 99.9%. Allocations Fund Administration, LLC serves as the administrative manager of Preamble X Capital I, and the applicable management fee percentage for Xmax Beta Holdings is 0%. The subscription was completed on July 7, 2026 and is described as an acquisition of assets.

Insights

XMax channels US$8.77M into a fund it effectively controls.

Xmax Beta Holdings Ltd., an indirectly wholly owned subsidiary of XMax Inc., subscribed an additional US$8,770,000 into Preamble X Capital I, taking its interest to more than 99.9%. This characterizes the move as consolidating an investment position the group already largely controlled.

The administrative manager, Allocations Fund Administration, LLC, charges the company a stated management fee of 0%, which limits ongoing fee drag on the investment. The transaction closed on July 7, 2026 and is treated as a completion of an acquisition of assets.

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, or exhibit attachments filed with this report.

Key Figures

Additional subscription amount: US$8,770,000 Ownership interest after subscription: more than 99.9% Management fee percentage: 0% +2 more

5 metrics

Additional subscription amount US$8,770,000 Aggregate subscription by Xmax Beta Holdings Ltd. into Preamble X Capital I

Ownership interest after subscription more than 99.9% Interest in Preamble X Capital I held by Xmax Beta Holdings Ltd.

Management fee percentage 0% Applicable management fee percentage for the company’s interest in Preamble X Capital I

Agreement date July 6, 2026 Date Xmax Beta Holdings Ltd. entered into the Subscription Agreement

Subscription completion date July 7, 2026 Date the additional subscription into Preamble X Capital I was completed

Key Terms

Subscription Agreement, material definitive agreement, Completion of Acquisition or Disposition of Assets, administrative manager

4 terms

Subscription Agreement financial

"Xmax Beta Holdings Ltd. entered into a Subscription 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.

material definitive agreement regulatory

"Entry into a Material Definitive Agreement On July 6, 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.

Completion of Acquisition or Disposition of Assets regulatory

"Item 2.01 Completion of Acquisition or Disposition of Assets."

administrative manager financial

"Allocations Fund Administration, LLC is the administrative manager of Preamble X Capital I"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What material agreement did XMax Inc. (XMAX) enter into on July 6, 2026?

Xmax Beta Holdings Ltd., an indirectly wholly owned subsidiary of XMax Inc., entered into a Subscription Agreement with Preamble X Capital I on July 6, 2026, providing for an additional capital subscription by the company.

How much did XMax Inc. (XMAX) invest under the new Subscription Agreement?

Xmax Beta Holdings subscribed an additional US$8,770,000 to Preamble X Capital I. This aggregate subscription amount increases the subsidiary’s investment in the fund and is treated as an acquisition of assets.

What ownership level in Preamble X Capital I did XMax Inc. (XMAX) reach after the subscription?

Following the additional US$8,770,000 subscription, Xmax Beta Holdings’ interest in Preamble X Capital I increased to more than 99.9%, giving the XMax group an essentially full economic interest in that fund vehicle.

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

For Xmax Beta Holdings’ investment in Preamble X Capital I, the applicable management fee percentage is 0%. This means the company’s interest is not subject to an ongoing management fee charged at the fund level.

When did XMax Inc. (XMAX) complete the additional subscription into Preamble X Capital I?

The company completed the additional subscription into Preamble X Capital I on July 7, 2026, one day after signing the Subscription Agreement, and characterizes this as completion of an acquisition of assets.

Who manages Preamble X Capital I in which XMax Inc. (XMAX) holds over 99.9%?

Allocations Fund Administration, LLC is identified as the administrative manager of Preamble X Capital I, the investment vehicle in which Xmax Beta Holdings now holds more than 99.9% interest.

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

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 07/10/2026 - 04:30 PM

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): July 6, 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 July 6, 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$8,770,000 (the “Subscription Amount”), which increases the Company’s interest in Preamble X Capital I to more than 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 July 7, 2026, the Company completed the subscription.

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		Subscription Agreement between Xmax Beta Holdings Ltd. and Preamble X Capital I, a series of Preamble X Capital LLC dated July 6, 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: July 10, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EX-10.1 1.2 MB

XMax Inc. boosts fund stake with $8.77M subscription

Rhea-AI Filing Summary

Positive

Negative