XMAX 8-K/A
XMax Inc. (XMAX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets.
Explanatory Note
Upon the further review of the acquisition of 6.667% interest of the Fund that holds an aggregate of 353,772 shares of Common Stock of Space Exploration Technologies Corp., a Texas corporation (“SpaceX”), comprising of 121,805 shares of Class A Common Stock and 231,967 shares of Class C Common Stock of Space X, the Company conducted an assessment of its indirect ownership under the consolidation guidance of ASC 810.
Under the Variable Interest Entity model, the Company determined that it does not have (i) the power to direct the activities that most significantly affect the economic performance of the Fund nor (ii) exposure to a majority of the Fund’s expected losses or rights to receive a majority of its expected residual returns, as required by ASC 810-10-25-38A to qualify as the primary beneficiary.
In addition, under the voting interest model of ASC 810-10-15-8, the Company’s indirect interest does not provide it with a controlling financial interest or significant influence over the Fund. Accordingly, the Company concluded that consolidation is not required and the investment will be accounted for as a passive membership interest. As a result, no financial statements of the Fund or pro forma financial information are required under Item 9.01 of Form 8-K in connection with the completion of the acquisition.
Except as stated in this Explanatory Note, no other information contained in any Item of the Initial 8-K is being amended, updated or otherwise revised.
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, hereunto duly authorized.
| XMax Inc. | ||
| By: | /s/ Xiaohua Lu | |
| Xiaohua Lu | ||
| Chief Executive Officer | ||
| Date: December 1, 2025 | ||