XMax Inc. 8-K

What Happened
XMax Inc. (XWIN) filed an 8-K (Feb 6, 2026) reporting that its indirectly wholly owned subsidiary, Xmax Beta Holdings Ltd., completed a subscription on February 4, 2026, for US$3,048,773.60 to Preamble X Capital I (a series of Preamble X Capital LLC). That additional subscription increases the Company’s interest in Preamble X Capital I to approximately 99.9%. The Subscription Agreement is filed as Exhibit 10.1 to the Form 8-K.

Key Details

• Subscription amount: US$3,048,773.60 (completed Feb 4, 2026).
• Resulting ownership: XMax’s interest in Preamble X Capital I increases to ~99.9%.
• Management/admin: Allocations Fund Administration, LLC is the administrative manager; applicable management fee percentage for the Company is 0%.
• Related arrangement: Per the filing, on Feb 4, 2025 Preamble X Capital I entered a subscription with a dedicated SPV to subscribe 34,963 equity certificates (for US$3,048,773.60); each certificate is entitled to a share of Series B Preferred Stock of X.AI Holdings Corp. (xAI), which is held by a certain fund.

Why It Matters
This transaction materially increases XMax’s direct economic exposure to Preamble X Capital I, which in turn holds interests tied to Series B preferred shares of xAI via a dedicated SPV. For investors, the key takeaways are the size of the commitment (about $3.05M), the near-total ownership of the Preamble vehicle (≈99.9%), and the zero percent management fee noted in the filing. Shareholders should review the Subscription Agreement (Exhibit 10.1) and monitor future disclosures about the underlying SPV/xAI holdings for valuation, liquidity or related-party implications.