8-KFiled Jul 22, 8:00 PM ET

XMax Inc. Enters Subscription, $8.32M to Preamble X Capital I

$XMAX · XMax Inc.

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XMax Inc. Enters Subscription, $8.32M to Preamble X Capital I

What Happened

  • XMax Inc.’s indirectly wholly owned subsidiary, Xmax Beta Holdings Ltd., entered into and completed a Subscription Agreement with Preamble X Capital I on July 17, 2026, making an additional subscription of US$8,320,000 and increasing the subsidiary’s interest in Preamble X Capital I to more than 99.9%.
  • On July 17, 2026, Preamble X Capital I agreed to subscribe for approximately 48% of the interests in a private investment fund for an aggregate $8,000,000; that transaction was completed on July 22, 2026. The Fund Manager intends to invest substantially all investable assets, indirectly, in common or preferred shares of Figure AI Inc. Allocations Fund Administration, LLC is the administrative manager of Preamble X Capital I. The applicable management fee percentage for Xmax Beta Holdings Ltd. is 0%.

Key Details

  • Subscription by Xmax Beta Holdings Ltd.: $8,320,000 (completed July 17, 2026).
  • Resulting ownership: Xmax Beta’s interest in Preamble X Capital I increased to >99.9%.
  • Downstream investment: Preamble X Capital I purchased ~48% of a private fund for $8,000,000 (completed July 22, 2026).
  • Target investment focus: the Fund intends to invest substantially all assets in shares of Figure AI Inc.

Why It Matters

  • The transactions increase XMax’s indirect exposure to the private fund and, through that fund, to Figure AI Inc.; this could affect XMax’s asset composition and future investment returns depending on the fund’s performance.
  • The subsidiary’s >99.9% interest in Preamble X Capital I indicates near-total economic ownership of that series, which may be relevant for consolidation, disclosures, and risk concentration in future filings.
  • Investors should watch for subsequent filings (e.g., financial statements, risk disclosures) for information on valuation, accounting treatment, and any material impact on XMax’s financial condition.