Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Co-Chief Executive Officer and Director

On May 21, 2026, Kevin Richardson II notified AIxCrypto Holdings, Inc.'s (the "Company") board of directors (the "Board") of his resignation from the positions of Co-Chief Executive Officer and director of the Company, effective immediately. Mr. Richardson's departure is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

Resignation of Chief Financial Officer and Director

On May 21, 2026, Koti Meka resigned from his positions as Chief Financial Officer and director of the Company. Mr. Meka's resignation as director is effective immediately, and his resignation as Chief Financial Officer is effective June 20, 2026. Mr. Meka's departure is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

Resignation of President

On May 21, 2026, Campbell Becher resigned from his position as President of the Company, effective immediately. Mr. Becher's departure is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

Appointment of President and Chief Financial Officer

On May 21, 2026, the Board appointed Jie (Jay) Sheng, current independent director of the Company, as President, and as Chief Financial Officer, effective June 21, 2026. As a result of his appointment as an officer of the Company, Mr. Sheng has ceased to be an independent director of the Board or a member of the Company's audit committee, effective immediately.

Mr. Sheng, age 42, served as a member of the Board of Directors of the Company from October 2, 2025 to May 21, 2026, during which time he served as the chairman of the Company's audit committee. Since 2022, Mr. Sheng served as a member of the Board of Directors of Faraday Future Intelligent Electric Inc., a Nasdaq-listed electric vehicle company, where he was a member of the Nominating and Corporate Governance Committee and the Compensation Committee. Mr. Sheng served as Executive Director of Finance at North American Fuel Corporation and Deputy General Manager of China National Aviation Fuel Europe Limited, within the China National Aviation Fuel Group system, from 2008 to 2022, where he was responsible for financial management, budgeting, treasury management, risk control, and cross-border business operations. Mr. Sheng holds a Master's degree in Accounting and Financial Economics from the University of Essex.

In connection with Mr. Sheng's appointment, the Company entered into an offer letter with Mr. Sheng on May 21, 2026, pursuant to which Mr. Sheng will receive an annual base salary of $400,000 and will be eligible to receive a discretionary annual performance bonus of up to $200,000.

In addition, the Company's leadership team is recommending to the Board that Mr. Sheng be granted restricted stock units ("RSUs") with a total grant date value equal to $312,000, vesting in four equal annual installments over four years, and performance stock units with a total value equal to $208,000, which will be issued upon achievement of specified Company and individual milestones approved by the Board and the executive team, and which, once issued, will vest in equal one-third increments on each of the first three annual anniversaries of the applicable grant date, in each case subject to Board approval, the availability of sufficient shares under the Company's stock incentive plan, and Mr. Sheng's continued employment.

The foregoing description of Mr. Sheng's offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.