XMax Inc. (XWIN): M&A transaction — XMax subsidiary invests $5.4M in fund to acquire xAI shares; prior $3M xAI investment closed

XMax Inc.

Xmax Beta Holdings, a wholly owned XMax Inc. subsidiary, subscribed $5,375,000 to Preamble X Capital I, increasing its interest to ~99.9%.
Preamble X Capital I then subscribed $5,400,000 to a fund that will purchase shares of X.AI Holdings Corp. (xAI).
On Dec 16, Preamble X Capital I closed a prior $2,999,928.80 subscription for 40,106 equity certificates in an SPV holding xAI Series B Preferred.
Total indirect xAI investment across these transactions is approximately $8.4M.

item 1.01 item 2.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

XMax Inc. completed an acquisition involving dedicated SPV for US$2,999,928.80 (closed 2025-12-16).

Action: acquisition
Counterparty: dedicated SPV
Consideration: US$2,999,928.80
Closing: 2025-12-16

Exact text from the filing

On December 2, 2025, Preamble X Capital I, a series of Preamble X Capital LLC entered into a Subscription Agreement with a dedicated SPV (the “ SPV ”) to subscribe 40,106 equity certificates in the SPV for an amount of US$2,999,928.80 (the “ Transaction ”) and the SPV holds 502,236 equity certificates, and each certificate is entitled to a share of Series B Preferred Stock of X.AI Holdings Corp., a Neveda corporation (“ xAI ”) and such Series B Preferred Stock of xAI are directly held by a certain fund, as previously disclosed in the Form 8-K filed by the Company with SEC on December 8, 2025, amended on December 10, 2025. On December 16, 2025, Preamble X Capital I closed the Transaction.

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30 m&a transactions filed in the last 30 days. Browse all m&a transactions →

XMax Inc. filing history →

Source: SEC EDGAR

accession 0001493152-25-028806

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