XMax Inc. 8-K

What Happened

• XMax Inc. (via its indirect, wholly owned subsidiary Xmax Beta Holdings Ltd.) filed an 8-K reporting that it made an additional subscription of US$5,375,000 into Preamble X Capital I, increasing XMax’s interest in that series to approximately 99.9%. The subscription was completed on December 17, 2025.
• Separately, Preamble X Capital I closed a transaction on December 16, 2025 to subscribe for 40,106 equity certificates in a dedicated SPV for US$2,999,928.80. Each certificate corresponds to a share of Series B Preferred Stock of X.AI Holdings Corp. (xAI); those Series B shares are directly held by a related fund. On December 18, 2025 Preamble X Capital I also entered into a $5.4M subscription with another fund that will be used by that fund to purchase shares of xAI.

Key Details

• XMax additional subscription: US$5,375,000 (completed Dec 17, 2025), raising XMax’s interest in Preamble X Capital I to ~99.9%.
• SPV investment: 40,106 equity certificates for US$2,999,928.80 (closed Dec 16, 2025); the SPV holds 502,236 equity certificates tied to xAI Series B Preferred.
• Preamble X Capital I entered a $5.4M subscription on Dec 18, 2025 to a fund that will use proceeds to buy xAI shares.
• Allocations Fund Administration, LLC is the administrative manager of Preamble X Capital I; the management fee percentage applicable to XMax is 0%.

Why It Matters

• These transactions materially increase XMax’s ownership of Preamble X Capital I (to ~99.9%), consolidating its economic exposure and control of that vehicle.
• The SPV and fund transactions link XMax indirectly to xAI Series B Preferred stock through the fund and SPV structures, representing direct investment exposure to xAI-related securities totaling multi‑million dollars.
• For investors, the filing highlights XMax’s growing involvement in third‑party investment structures and concentrated exposure to xAI via Preamble X Capital I; monitor future disclosures for how these holdings are reported on XMax’s financial statements and any material impacts on assets or valuation.