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): ~~September~~May 12, ~~2023~~2026 (May 8, 2026)

XENOUS HOLDINGS, INC.

(Exact name of registrant as specified in Charter)

Nevada

87-0363526

(State or other jurisdiction of

incorporation or organization)

(IRS Employee

Identification No.)

Room 1120, 11th Floor, Peninsula Centre,

67 Mody Road

Tsim Sha Tsui, East Kowloon

Hong Kong

(Address of Principal Executive Offices)

+852 6464-2017

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

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 240.13d-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name on each exchange

on which registered

Common Stock

XITO

OTC

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). ☐

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. ☐

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~disclosed~~May ~~previously~~8, ~~in Xenous Holdings~~2026, ~~Inc~~Mr.’s ~~SEC~~Jonathan ~~filings~~Chan Ye Earn (“~~Xenous~~Mr. Chan”), inresigned ~~November~~as ~~2022~~our ~~and~~Chief ~~February~~Executive ~~2023,~~Officer ~~Xenous~~and ~~entered~~Director ~~into a Memorandum~~ of ~~Understanding~~Xenous ~~with~~Holdings, ~~Dadvance~~Inc. ~~Agarwood~~(the ~~Alpha~~“Company” ~~Sdn~~or ~~Bhd (~~“~~Dadvance~~Xenous”)., ~~Xenous~~effective isfrom ~~currently~~May ~~negotiating~~8, on2026. ~~the~~The ~~terms~~resignation ~~and~~by ~~conditions~~Mr. ofChan ~~the~~were ~~acquisition~~not ~~of Dadvance (~~the ~~“Acquisition”).~~result ~~There~~of isany nodisagreement ~~guarantee~~with ~~that~~ the ~~Acquisition~~Company ~~will~~regarding ~~occur~~its oroperations, ~~that~~policies, ~~all~~or ~~relevant approvals will be obtained~~practices.

~~Dadvance~~On ~~Agarwood~~the ~~Alpha~~same ~~Sdn Bhd~~day, athe ~~leading~~Board ~~supplier~~ of ~~premium~~Directors ~~essential~~of ~~oils, is thrilled to announce~~ the ~~successful~~Company ~~acquisition~~appointed ofMr. aDingwen ~~substantial~~Zhang ~~purchase order from Tropical Extracts Sdn Bhd~~ (“~~Tropical~~Mr. ~~Extracts~~Zhang”), ~~their~~to ~~sole~~fill ~~exclusive~~in ~~marketeer and distributor for~~ the ~~European~~vacancy ~~market.~~on ~~This purchase order entails~~ the ~~procurement~~Board, ofresulting ~~150~~from ~~kilograms~~Mr. ofChan’s ~~our~~resignation, ~~premium~~effective ~~grade~~immediately. ~~agarwood~~Mr. ~~essential~~Zhang ~~oil,~~will ~~solidifying~~serve aas ~~significant~~the ~~contract~~Executive ~~worth~~Officer aand ~~total~~Director of ~~$2.05~~the ~~million to be fulfilled within a year~~Company.

~~Renowned~~The biography for ~~its~~Mr. ~~exceptional~~Zhang ~~quality and dedication to delivering the finest natural products, Dadvance~~ is ~~excited~~set onforth the trust and confidence placed by Tropical Extracts towards their quality and assurance. The partnership reflects a mutual commitment to excellence and innovation within the essential oil industry and to expand the European markets. below:

~~The~~Mr. ~~premium~~Dingwen ~~grade~~Zhang ~~agarwood~~serves ~~essential~~as ~~oil~~our ~~that~~chief ~~Dadvance~~executive ~~offers~~officer isand ~~meticulously~~a ~~sourced~~Director. ~~and~~Since June ~~crafted~~2023, toMr. ~~meet~~Zhang has been serving as the ~~highest~~founder ~~industry~~and ~~standards~~the chief executive officer of Soon Fund. ~~This~~Since ~~esteemed~~January ~~product~~2023, isMr. ~~recognized~~Zhang ~~for~~has ~~its~~been ~~unique~~serving ~~aroma~~as ~~profile~~the ~~and~~managing ~~various~~director ~~applications~~of ~~across~~QMetaverse. ~~perfumery~~Since October 2020, ~~aromatherapy~~Mr. Zhang served as the founder of Beishang Capital (Shenzhen) Group Co., ~~and~~Ltd. ~~other~~Mr. ~~luxury~~Zhang ~~markets~~obtained his Bachelor of Finance from Tsinghua University in the People’s Republic of China in 2018.

~~Dadvance~~Mr. isZhang ~~committed~~has tono ~~sustainability~~family ~~and~~relationships ~~ethical~~with ~~sourcing~~any ~~practices,~~of ~~ensuring~~the ~~that~~executive ~~the~~officers ~~procurement~~or directors of ~~agarwood~~the ~~essential~~Company. ~~oil~~There ~~aligns~~are ~~with~~no ~~environmental~~employment ~~responsibility~~agreements between the Company and Mr. Zhang, nor are there any arrangement or plan in which the ~~welfare~~Company ofwill provide compensation, bonus, pension, retirement, or similar benefits to Mr. Zhang. There have been no transactions to which the ~~communities~~Company ~~involved~~was or is to be a party, in ~~its~~which ~~production~~Mr. Zhang had, or will have, a direct or indirect material interest.

~~Dadvance~~The isforegoing ~~committed~~description of the Agreement does not purport to ~~sustainability~~be complete and ~~ethical~~is ~~sourcing~~qualified ~~practices,~~in ~~ensuring~~its ~~that~~entirety by reference to the ~~procurement~~full oftext ~~agarwood~~actual ~~essential~~Agreement, ~~oil~~which ~~aligns~~is ~~with~~attached ~~environmental~~as ~~responsibility~~Exhibit ~~and~~10.1 ~~the~~to ~~welfare~~this ofCurrent ~~the~~Report ~~communities~~and ~~involved~~incorporated inherein ~~its~~by ~~production~~reference.

~~The collaboration between Dadvance and Tropical Extracts marks a significant milestone in both companies’ growth trajectories.~~ 2

2SIGNATURES

~~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 thereunto duly authorized.

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 thereunto duly authorized.

	Xenous Holdings, Inc.

Date: May 12, 2026	By:	/s/ Dingwen Zhang
		Dingwen Zhang
		Chief Executive Officer
		(Principal Executive Officer)

	Xenous Holdings, Inc.
Date: September 18, 2023	By:	/s/ Jonathan Chan Ye Earn
		Jonathan Chan Ye Earn
		Chief Executive Officer
		(Principal Executive Officer)

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