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): ~~February~~March 49, 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		XWIN		Nasdaq Stock Market

Item 1.01. Entry into a Material Definitive Agreement.

On ~~February~~March 49, 2026, ~~Xmax~~XMax ~~Beta Holdings Ltd~~Inc. (the “Company”), ~~a company incorporated in the Cayman Islands and an indirectly wholly owned subsidiary of XMax Inc.~~ entered into a ~~Subscription~~Securities Purchase Agreement (the “Purchase Agreement”) with ~~Preamble~~certain Xpurchasers ~~Capital I,~~identified aon ~~series~~the ofsignature ~~Preamble~~pages Xthereto ~~Capital~~(the ~~LLC~~“Purchasers”), apursuant ~~Delaware~~to ~~Limited~~which ~~Liability~~the Company. will ~~Pursuant~~sell to the ~~Agreement,~~Purchasers ~~the~~in ~~Company~~a ~~made~~registered ~~additional~~direct ~~subscription in~~offering, an aggregate ~~amount~~ of ~~US$3~~8,~~048~~500,~~773.60~~000 shares (the “~~Subscription Amount~~Shares”), ~~which~~of ~~increases the Company’s interest~~its incommon ~~Preamble~~stock, Xpar ~~Capital~~value ~~I to approximately 99~~$0.~~9%.~~001 ~~Allocations~~per ~~Fund~~share ~~Administration,~~(“Common ~~LLC~~Stock”) isat ~~the~~a ~~administrative~~purchase ~~manager~~price of ~~Preamble X Capital I~~$4.23 ~~The~~per ~~applicable~~share, ~~management~~for ~~fee~~aggregate ~~percentage~~gross proceeds ~~for~~to the Company isof ~~0%.~~$35,955,000, Onbefore ~~February~~deducting 4,offering ~~2026,~~expenses ~~the~~payable ~~Company~~by ~~completed~~ the ~~subscription~~Company.

OnThe ~~February~~Shares 4,are ~~2025,~~being ~~Preamble~~offered Xand ~~Capital~~sold Iby ~~entered~~the ~~into~~Company apursuant ~~Subscription~~to ~~Agreement~~an ~~with~~effective ashelf ~~dedicated~~registration ~~SPV~~statement ~~(the~~on ~~“SPV”)~~Form toS-3 ~~subscribe 34,963~~previously ~~equity~~filed ~~certificates in~~ with the ~~SPV for an amount of US$3,048,773~~U.60S. ~~Each~~Securities ~~certificate~~and isExchange ~~entitled~~Commission toon aOctober ~~share~~13, of2023 ~~Series~~and Bdeclared ~~Preferred Stock~~effective ofon ~~X.AI~~October ~~Holdings Corp.~~23, a2023 ~~Nevada~~(File ~~corporation~~No. ~~(“xAI”~~333-274970), ~~and such Series B Preferred Stock of xAI is directly held~~(the by“Registration ~~a certain fund~~Statement”).

The form of Purchase Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, ~~the~~form of Purchase Agreement, which is incorporated herein by reference.

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 February 4, 2026.
5.1		Opinion of FisherBroyles, LLP
10.1		Form of Securities Purchase Agreement.
23.1		Consent of FisherBroyles, LLP (included in Exhibit 5.1)
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: February 6, 2026
Date: March 10, 2026

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