XMAX Inc. Announces Subscription Agreement with Preamble X Capital I

2025-12-22SEC Filing 8-K (0001493152-25-028806)

XMAX Inc., through its indirect wholly owned subsidiary Xmax Beta Holdings Ltd., entered into a Subscription Agreement with Preamble X Capital I on December 16, 2025. This agreement involved an additional subscription of US$5,375,000, increasing Xmax Beta Holdings Ltd.’s interest in Preamble X Capital I to approximately 99.9%. Allocations Fund Administration, LLC serves as the administrative manager with a 0% management fee for the Company. The subscription was completed on December 17, 2025. Subsequently, on December 18, 2025, Preamble X Capital I entered into its own Subscription Agreement with a fund for US$5,400,000, intended for the purchase of shares in X.AI Holdings Corp. Additionally, on December 2, 2025, Preamble X Capital I had entered into a Subscription Agreement with a dedicated SPV to subscribe for 40,106 equity certificates for US$2,999,928.80, which represent shares of Series B Preferred Stock of X.AI Holdings Corp. This transaction was closed on December 16, 2025. The report includes the Subscription Agreement as an exhibit.

Ticker mentioned:XWIN