Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On February 4, 2026, Xmax Beta Holdings Ltd. (the "Company"), a company incorporated in the Cayman Islands and an indirectly wholly owned subsidiary of XMax Inc. entered into a Subscription Agreement (the "Agreement") with Preamble X Capital I, a series of Preamble X Capital LLC, a Delaware Limited Liability Company. Pursuant to the Agreement, the Company made additional subscription in an aggregate amount of US$3,048,773.60 (the "Subscription Amount"), which increases the Company's interest in Preamble X Capital I to approximately 99.9%. Allocations Fund Administration, LLC is the administrative manager of Preamble X Capital I. The applicable management fee percentage for the Company is 0%. On February 4, 2026, the Company completed the subscription.

On February 4, 2025, Preamble X Capital I entered into a Subscription Agreement with a dedicated SPV (the "SPV") to subscribe 34,963 equity certificates in the SPV for an amount of US$3,048,773.60. Each certificate is entitled to a share of Series B Preferred Stock of X.AI Holdings Corp., a Nevada corporation ("xAI"), and such Series B Preferred Stock of xAI is directly held by a certain fund.

The Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by, the Agreement, which is incorporated herein by reference.