AIxCrypto Holdings, Inc. 8-K

What Happened

• AIxCrypto Holdings, Inc. (AIXC) reported amendments to its entrusted investment agreement with GOLD KING ARTHUR HOLDING LIMITED (GKA) and Song Wang and disclosed an amended and restated securities purchase agreement (A&R Purchase Agreement) between GKA and Faraday Future Intelligent Electric Inc. (FFAI). The entrusted agreement amendments were executed April 10, 2026; the A&R Purchase Agreement was signed April 14, 2026 and the transaction closed April 15, 2026.
• The SPA Subscription Amount was increased from $10.0M to $12.0M (now $500,000 to buy FFAI Class A common stock and $11.5M to buy a new Series C Convertible Preferred). FFAI issued 1,926,337 Class A common shares, 11,502 shares of Series C Convertible Preferred Stock and a common stock purchase warrant for 1,000,000 Class A shares to GKA at closing.
• The entrusted agreement amendments broadened the definition of “FFAI Shares” to include preferred stock and, in a later amendment, loans, debt instruments or convertible notes. The amendments also removed a share charge and carved out certain equity interests in GKA held by Song from a call option.

Key Details

• Subscription Amount: increased to $12,000,000 (April 14, 2026); allocation: $500,000 common / $11.5M Series C preferred.
• Per-share purchase price (Amended Price): $0.26 (100% of the 10‑day average closing price prior to signing).
• Series C mechanics: 11,502 preferred shares with $1,000 stated value each; conversion formula = $1,000 ÷ $0.26 (~3,846 shares per preferred), implying the Series C is convertible into roughly 44.2 million Class A shares in the aggregate (subject to Certificate of Designation adjustments and conversion mechanics).
• Loan and termination: A $2,000,000 loan from GKA to FFAI at 10% interest was made April 10, 2026 (funded by AIXC to GKA). That loan was deemed cancelled/used to fund the Subscription Amount and the Loan Agreement was terminated upon execution of the A&R Purchase Agreement (April 14, 2026).
• Warrant: a 4‑year FFAI warrant for 1,000,000 shares; exercisable upon delivery of FFAI’s 500th FX Super One vehicle at $1.50/share, subject to customary adjustments and ownership caps (9.99% beneficial ownership cap; 19.99% aggregate cap pre-stockholder approval or Nasdaq exception).

Why It Matters

• These transactions increase AIXC’s economic exposure to FFAI through GKA (the Company entrusted GKA to manage these FFAI-related investments, including tokenization and disposition). The amendments expand what assets GKA may manage on behalf of AIXC (adding preferred stock and debt instruments).
• The Series C preferred terms and conversion formula are potentially highly dilutive to FFAI common stock (the Series C converts at $0.26 per share, yielding a large number of underlying Class A shares if converted). Investors should note the issuance of 1,926,337 Class A shares and the large convertible preferred position plus a 1,000,000‑share warrant were completed at closing.
• The $2.0M loan (funded by AIXC to GKA, lent to FFAI) and its subsequent cancellation as part of the Subscription Amount show how funding for the SPA was arranged and then extinguished at closing. AIXC continues to rely on the entrusted investment arrangement (as amended) rather than direct ownership; material terms and potential impacts on AIXC’s assets and exposure to FFAI derive from those arrangements.

(For full legal details, see the Exhibits and the full text of the agreements filed with the 8‑K.)