XMax Inc. 8-K

What Happened XMax Inc. (XMAX) disclosed in an 8-K that 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). Under the Agreement dated July 6, 2026, the subsidiary made an additional subscription of US$8,770,000, and the subscription was completed on July 7, 2026. This investment increases the subsidiary’s ownership stake in Preamble X Capital I to more than 99.9%.

Key Details

• Subscription Amount: US$8,770,000 (completed July 7, 2026).
• Effect on ownership: Raises the subsidiary’s interest in Preamble X Capital I to >99.9%.
• Parties & roles: Subscriber — Xmax Beta Holdings Ltd. (Cayman; indirect wholly owned subsidiary of XMax Inc.); Fund — Preamble X Capital I; Administrative manager — Allocations Fund Administration, LLC.
• Management fee: The applicable management fee percentage for the Company is 0%.

Why It Matters This filing documents XMax’s near-complete control of Preamble X Capital I through a material capital subscription. For investors, the items to note are the size of the additional investment ($8.77M), the resulting ownership position (>99.9%), and that the fund’s administrative manager and fee arrangements (0% management fee for the Company) are disclosed. These facts affect how XMax’s capital is allocated and may have implications for consolidation, related-party relationships, and future financial reporting disclosures. The full Subscription Agreement is filed as an exhibit to the 8-K for investors seeking the detailed terms.