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): July 16, 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		XMAX		Nasdaq Stock Market

Item 1.01 Entry into a Material Definitive Agreement

On July 16, 2026, ~~XMax~~Xmax ~~Inc~~Beta Holdings Ltd. (the “Company”), ~~entered~~a ~~into~~company ~~Securities~~incorporated ~~Purchase~~in ~~Agreements (~~the ~~“Agreements”)~~Cayman Islands and an indirectly ~~with~~wholly ~~certain~~owned ~~non-U.S.~~subsidiary ~~investors~~of ~~identified~~XMax onInc. ~~the~~entered ~~signature~~into ~~pages~~a ~~thereto~~Subscription Agreement (the “~~Purchasers~~Agreement”), ~~pursuant~~with toPreamble ~~which~~X ~~the~~Capital ~~Company~~I, ~~agreed to sell to the Purchasers in~~ a ~~private~~series ~~placement~~of ~~for~~Preamble aX ~~total~~Capital ~~of 434~~LLC,~~600~~ ~~shares~~a ~~(the~~Delaware ~~“Shares”) of~~Limited ~~the~~Liability Company~~’s common stock, par value $0~~.~~001~~ ~~per~~Pursuant ~~share~~to (the ~~“Common Stock”)~~Agreement, atthe aCompany ~~purchase~~made ~~price~~additional ~~of $8.454~~subscription ~~per~~in ~~share for~~ an aggregate ~~offering~~amount ~~price~~ of US$38,~~674~~770,~~108.40~~000 (the “~~Private~~Subscription ~~Placement~~Amount”)~~. In addition~~, ~~without the~~which ~~prior~~increases ~~written consent of~~ the Company,’s ~~the~~interest ~~Purchasers shall not, during the period commencing on the date of the Agreements and ending~~in 18Preamble ~~months~~X ~~after~~Capital ~~such~~I ~~date~~to ~~(the~~more ~~“Lock-Up”)~~than ~~offer,~~99.9%. ~~pledge,~~Allocations ~~sell,~~Fund ~~contract to sell~~Administration, ~~grant,~~LLC ~~lend,~~is orthe ~~otherwise~~administrative ~~transfer or~~manager ~~dispose~~ of, ~~directly~~Preamble orX ~~indirectly,~~Capital ~~any~~I. The ~~Shares~~applicable ormanagement ~~any~~fee ~~securities~~percentage ~~convertible into or exercisable or exchangeable~~ for ~~Shares, with respect to which such Purchaser has~~ the ~~power~~Company ofis ~~disposition~~0%. ~~The~~On ~~Private~~July ~~Placement~~7, ~~will~~2026, ~~be completed pursuant to~~ the ~~exemption~~Company ~~from registration~~completed ~~provided by Regulation S promulgated under~~ the ~~Securities Act of 1933, as amended~~subscription.

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

Item 32.0201 ~~Unregistered~~Completion ~~Sales~~ of ~~Equity~~Acquisition ~~Securities~~or Disposition of Assets.

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 32.0201.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		~~Form~~Subscription ofAgreement ~~Securities~~between ~~Purchase~~Xmax ~~Agreements~~Beta byHoldings Ltd. and ~~between~~Preamble ~~the~~X ~~Company~~Capital ~~and~~I, ~~Purchasers~~a series of Preamble X Capital LLC dated July 16, 2026.
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.
	/s/ Xiaohua Lu
	By:	/s/ Xiaohua Lu
	~~Xiaohua Lu~~	Xiaohua Lu
	~~Chief Executive Officer~~	Chief Executive Officer
July 7, 2026
Date: July 10, 2026

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