Form 8-K

8-K — XMax Inc.

Accession: 0001493152-26-037394

Filed: 2026-08-12

Period: 2026-08-10

CIK: 0001473334

SIC: 2510 (HOUSEHOLD FURNITURE)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001473334

2026-08-10

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 10, 2026

XMAX

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-36259

90-0746568

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

Incorporation)

File

Number)

Identification

No.)

6565

E. Washington Blvd., Commerce, CA 90040

(Address

of Principal Executive Office) (Zip Code)

(323)

888-9999

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

XMAX

Nasdaq

Stock Market

Item

1.01 Entry into a Material Definitive Agreement

Xmax

Beta Holdings Ltd., a company incorporated in the Cayman Islands and an indirectly wholly owned subsidiary of XMax Inc. previously contributed

an aggregate amount of US$8,770,000 with Preamble X Capital I, a series of Preamble X Capital LLC, a Delaware Limited Liability Company,

as disclosed in the Form 8-K filed with SEC on July 10, 2026. On August 10, 2026, Preamble X Capital I subscribed for approximately 5%

interests in a private investment fund (the “Fund”) for an aggregate amount of $8,400,000 (the “Transaction”).

The Fund Manager intends to invest, directly, substantially all of its investable assets in shares of common or preferred stock of

Figure AI Inc., a Delaware corporation. On August 10, 2026, Preamble X Capital I completed the Transaction.

August 10, 2026, XMax Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”)

with Cobalt Pacific Holdings Ltd. (the “Seller”) and Aerora Technology Co., Ltd., pursuant to which the Company will

purchase 561,426 Ordinary Shares, par value US$0.0001 per share (the “Shares”), of Aerora Technology Co., Ltd., a

Cayman Islands exempted company (“Aerora”), from the Seller, for an aggregate purchase price of US$12,003,287.95 (approximately

US$21.38 per Share). 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.

Item

2.01 Completion of Acquisition or Disposition of Assets.

Please

see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 2.01.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Exhibit

Title or Description

10.1

Securities Purchase Agreement by and among the Company, Cobalt Pacific Holdings Ltd. and Aerora Technology Co., Ltd., dated August 10, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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

Chief

Executive Officer

Date:

August 12, 2026

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Securities

Purchase Agreement - Confidential

SECURITIES

PURCHASE AGREEMENT

dated

as of August 10, 2026

and among

COBALT

PACIFIC HOLDINGS LTD.

Seller

XMAX

INC.

Purchaser

and

AERORA

TECHNOLOGY CO., LTD.

the Company (acknowledging party)

RECITALS

WHEREAS,

Aerora Technology Co., Ltd., a Cayman Islands exempted company (the “Company”), has an authorized share capital of US$50,000.00

divided into 500,000,000 ordinary shares of a par value of US$0.0001 each (the “Ordinary Shares”), of which 14,035,650 Ordinary

Shares are issued and outstanding as of the date hereof;

WHEREAS,

Cobalt Pacific Holdings Ltd. (the “Seller”) is the registered and beneficial owner of 690,000 Ordinary Shares in the capital

of the Company, represented by Share Certificate No. 14;

WHEREAS,

XMax Inc. (the “Purchaser”) desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, 561,426

Ordinary Shares (the “Shares”) on the terms and conditions set forth in this Agreement;

WHEREAS,

the Company is a party to an Amended & Restated Investors’ Rights Agreement dated November 2024 (the “A&R IRA”),

which contains, among other things, right of first refusal (“ROFR”) and co-sale provisions applicable to transfers of Ordinary

Shares by certain investors;

WHEREAS,

the Seller represents that it has complied, or will comply prior to Closing, with all applicable ROFR and co-sale provisions under the

A&R IRA in connection with the sale of the Shares contemplated hereby; and

Page 1 of 19

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Purchase Agreement - Confidential

WHEREAS,

the Company acknowledges and consents to the transactions contemplated by this Agreement, subject to compliance with the A&R IRA.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE

I - DEFINITIONS

Section

1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“A&R

IRA” means the Amended & Restated Investors’ Rights Agreement, dated as of November 2024, among the Company and certain

investors, as amended, supplemented, or modified from time to time.

“Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with, such Person.

“Agreement”

means this Securities Purchase Agreement, including all schedules and exhibits hereto, as may be amended from time to time in accordance

with Section 11.5.

“Business

Day” means any day other than a Saturday, Sunday, or day on which banking institutions in New York, New York are authorized or

required by Law to be closed.

“Closing”

has the meaning set forth in Section 3.1.

“Closing

Date” has the meaning set forth in Section 3.1.

“Company”

means Aerora Technology Co., Ltd., a Cayman Islands exempted company, with its registered office at Suite #4-210, Governors Square, 23

Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands, and its principal place of business in San Jose, California.

“Encumbrance”

means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, equity, trust, equitable interest, claim, preference,

right of possession, lease, tenancy, license, encroachment, covenant, infringement, interference, order, proxy, option, right of first

refusal, preemptive right, community property interest, legend, defect, impediment, exception, reservation, limitation, impairment, imperfection

of title, condition, or restriction of any nature.

“Fundamental

Representations” means, with respect to the Seller, the representations and warranties set forth in Sections 4.1 (Ownership of

Shares), 4.2 (Authority), and 4.7 (Title); and with respect to the Purchaser, the representations and warranties set forth in Sections

5.1 (Organization and Authority) and 5.2 (No Conflicts).

“Governmental

Authority” means any federal, state, local, municipal, foreign, or other government or governmental or quasi-governmental authority

of any nature, including any agency, branch, department, official, entity, instrumentality, or subdivision thereof.

“Law”

means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, award, decree, or other

requirement or rule of law of any Governmental Authority.

Page 2 of 19

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Purchase Agreement - Confidential

“Long-Stop

Date” means August 31, 2026, or such later date as the Seller and the Purchaser may agree in writing.

“Material

Adverse Effect” means any change, event, occurrence, or circumstance that, individually or in the aggregate, has had or would reasonably

be expected to have a material adverse effect on (a) the Shares; (b) the validity or enforceability of this Agreement; (c) the ability

of the Seller to consummate the transactions contemplated hereby; or (d) the condition (financial or otherwise), business, properties

or results of operations or prospects of the Company and its subsidiaries, taken as a whole.

“Ordinary

Shares” means the ordinary shares of the Company, par value US$0.0001 per share.

“Person”

means any individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,

trust, association, or other entity.

“Purchase

Price” has the meaning set forth in Section 2.2.

“Purchaser”

means XMax Inc. or its permitted designees or assignees.

“ROFR

Provisions” means the right of first refusal and co-sale provisions contained in the A&R IRA applicable to the transfer of

Ordinary Shares by an Investor (as defined in the A&R IRA).

“Seller”

means Cobalt Pacific Holdings Ltd.

“Shares”

means 561,426 Ordinary Shares in the capital of the Company to be transferred by the Seller to the Purchaser pursuant to this Agreement.

“Transaction

Documents” means this Agreement and all other documents, instruments, and agreements to be executed and delivered in connection

with the transactions contemplated hereby.

ARTICLE

II - PURCHASE AND SALE OF SHARES

Section

2.1 Purchase and Sale

Subject

to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey, and deliver to the Purchaser,

and the Purchaser shall purchase and acquire from the Seller, the Shares, free and clear of all Encumbrances.

Section

2.2 Purchase Price

The

aggregate purchase price for the Shares shall be Twelve Million Three Thousand Two Hundred Eighty-Seven United States Dollars and Ninety-Five

Cents (US$12,003,287.95) (the “Purchase Price”), representing a price of US$21.38 per Share.

Section

2.3 Payment

the Closing, the Purchaser shall pay the Purchase Price to the Seller by wire transfer of immediately available funds in United States

Dollars to a bank account provided by the Seller in writing not less than three (3) Business Days prior to the Closing Date.

Page 3 of 19

Securities

Purchase Agreement - Confidential

ARTICLE

III - CLOSING

Section

3.1 Closing Date and Location

The

closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the electronic exchange

of documents and signatures on or before August 31, 2026 (the “Closing Date”), or at such other time, date, or place as the

Seller and the Purchaser may mutually agree in writing. The Closing shall be deemed effective as of 12:01 a.m. (New York time) on the

Closing Date.

Section

3.2 Deliverables by the Seller at Closing

the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

(a)

a duly executed instrument of transfer in respect of the Shares in form acceptable to the Purchaser and suitable for registration of

the transfer on the register of members of the Company;

(b)

the original share certificate(s) representing the Shares (or, if the Shares are part of a larger certificate, such certificate together

with instructions to the Company to issue a new certificate in the name of the Purchaser for the Shares and a balance certificate in

the name of the Seller for the remaining shares);

(c)

evidence, satisfactory to the Purchaser, of compliance with the ROFR Provisions, including evidence that (i) all applicable notice periods

have expired or been waived, and (ii) no holder of a right of first refusal or co-sale right has exercised or is entitled to exercise

such right with respect to the Shares or the waiver has been obtained;

(d)

evidence, satisfactory to the Purchaser, of a valid chain of title to the Shares from Great Rank Limited to the Seller, including copies

of the instrument(s) of transfer and any consents or approvals obtained in connection therewith;

(e)

a certificate of an authorized officer of the Seller certifying that the representations and warranties of the Seller set forth in Article

IV are true and correct as of the Closing Date;

(f)

such other documents and instruments as the Purchaser may reasonably request to effectuate the transactions contemplated hereby.

Section

3.3 Deliverables by the Purchaser at Closing

the Closing, the Purchaser shall deliver or cause to be delivered to the Seller:

(a)

payment of the Purchase Price in accordance with Section 2.3;

(b)

a certificate of an authorized officer of the Purchaser certifying that the representations and warranties of the Purchaser set forth

in Article V are true and correct as of the Closing Date;

(c)

a duly executed joinder or accession agreement (if required under the A&R IRA) pursuant to which the Purchaser agrees to be bound

by the terms of the A&R IRA applicable to holders of Ordinary Shares; and

(d)

such other documents and instruments as the Seller may reasonably request to effectuate the transactions contemplated hereby.

Page 4 of 19

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Purchase Agreement - Confidential

Section

3.4 Actions by the Company at Closing

the Closing, the Company shall (subject to receipt of all required documents):

(a)

(b)

issue a new share certificate in the name of the Purchaser representing the Shares; and

(c)

issue a balance share certificate to the Seller for any shares retained by the Seller.

ARTICLE

IV - REPRESENTATIONS AND WARRANTIES OF THE SELLER

The

Seller hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing Date as follows:

Section

4.1 Ownership of Shares

The

Seller is the sole registered and beneficial owner of 690,000 Ordinary Shares, including the Shares, free and clear of all Encumbrances.

No Person other than the Seller has any right, interest, or claim in or to the Shares. The Shares have been validly issued, are fully

paid and non-assessable, and were not issued in violation of any preemptive rights or similar rights.

Section

4.2 Authority

The

Seller has full right, power, and authority to enter into this Agreement and each Transaction Document to which it is a party, to perform

its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery,

and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary

action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid,

and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy,

insolvency, reorganization, moratorium, and similar Laws affecting creditors’ rights generally and by general principles of equity.

Section

4.3 No Conflicts

The

execution, delivery, and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby do

not and will not: (a) conflict with or violate any provision of the organizational documents of the Seller or the Company; (b) conflict

with, violate, or result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute

a default) under, or give rise to a right of termination, cancellation, or acceleration under, any material contract to which the Seller

or the Company is a party or by which the Seller/Company or the Shares are bound; or (c) violate any Law or order applicable to the Seller

or the Shares.

Page 5 of 19

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Section

4.4 Compliance with A&R IRA

The

Seller has complied, or shall have complied prior to Closing, with all applicable provisions of the A&R IRA in connection with the

sale and transfer of the Shares contemplated by this Agreement, including without limitation: (a) the ROFR Provisions and all applicable

notice requirements thereunder; (b) any co-sale rights or tag-along rights; and (c) any other transfer restrictions or conditions set

forth in the A&R IRA. The Seller has provided, or will provide prior to Closing, the Company with the name and address of the Purchaser

as required under the A&R IRA. No holder of a right of first refusal, co-sale right, or other transfer-related right under the A&R

IRA has exercised or is entitled to exercise such right with respect to the Shares, or a waiver of its rights from such right holder

has been obtained by the Seller (or, if any such right has been exercised, the Shares being sold hereunder are net of such exercise).

Section

4.5 Chain of Title

The

Seller acquired the Shares (as part of a larger holding of 690,000 Ordinary Shares) from Great Rank Limited on or about October 23, 2025,

and such acquisition was duly and validly effected in compliance with all applicable Laws, the articles of association of the Company,

and the provisions of the A&R IRA (including any applicable ROFR and co-sale provisions). Share Certificate No. 14 was issued to

the Seller in respect of 690,000 Ordinary Shares and remains in full force and effect. The Seller has good and marketable title to the

Shares derived through a valid and unbroken chain of title.

Section

4.6 No Litigation

There

is no actual or pending action, suit, claim, investigation, or proceeding or, to the knowledge of the Seller, threatened against the

Seller or the Company or affecting the Shares by any party or before any Governmental Authority that would individually or in the aggregate

(a) adversely affect the Seller’s ability to consummate the transactions contemplated by this Agreement; or (b) impose any Encumbrance

on the Shares; or (c) ihave a Material Adverse Effect;.

Section

4.7 Foreign Corrupt Practices Act

None

of the Company or any of its subsidiaries, or any nor, to the knowledge of the Company or the Seller, any director, officer, employee,

agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (1) taken or will

take any action in furtherance of an offer, payment, promise to pay or authorization or approval of the payment or receipt of any unlawful

contribution, gift, entertainment or other unlawful expense; or any direct or indirect unlawful payment; or (2) violated, is in violation

of, or will violate any provision of the Foreign Corrupt Practices Act of 1977 (“FCPA”), or any other applicable

anti-bribery or anti-corruption law, or made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.

The Company and its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted

and maintain policies and procedures reasonably designed to promote and achieve compliance with such laws.

Page 6 of 19

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Section

4.8 No Money Laundering

The

operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the requirements of applicable

anti-money laundering laws, including, but not limited to the applicable rules of the Bank Secrecy Act of 1970, as amended by the USA

PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, to the extent applicable, as well as the applicable anti-money

laundering laws of the various jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder

and any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having

jurisdiction over the Company or any of its subsidiaries (collectively, the “Money Laundering Laws”), and no

action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving

the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or the

Seller, threatened.

Section

4.9 OFAC and Export Control

None

of the Company or any of its subsidiaries, nor, to the knowledge of the Company or the Seller, any director, officer, employee, agent

or affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, is an individual or entity

that is, or is owned or controlled by one or more Persons that are, currently (1) the subject or the target of any sanctions administered

or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the

Treasury (“OFAC”), the Bureau of Industry and Security (“BIS”), or the U.S. Department

of State and including, without limitation, the designation as a “specially designated national” or “blocked person,”

the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively,

“Sanctions”), or (2) otherwise named on any restricted parties list administered by such authorities, including

the Denied Persons List or Entity List, or (3) located, organized or resident in, a country or territory that is the subject of Sanctions

(currently, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine), and (b) the Seller will not, and will not permit subsidiaries

to, directly or indirectly, use all or part of the proceeds of the sales of the Shares hereunder, or lend, contribute or otherwise make

available such proceeds to any subsidiary, joint venture, partner or other person or entity (x) to fund or facilitate any activities

of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions

or (y) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether

as underwriter, advisor, investor or otherwise) of Sanctions or applicable export control laws and regulations administered by BIS or

other relevant authorities, including the Export Administration Regulations (collectively, “Export Controls”).

The Company and its subsidiaries have not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any

dealings or transactions with any person or entity, or in any country or territory, that at the time of the dealing or transaction is

or was the subject of Sanctions or Export Controls or would violate Sanctions or Export Controls.

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Section

4.10 Intellectual Property

The

Company and its subsidiaries own or possess sufficient rights to use all patents, patent rights, licenses, inventions, copyrights, know

how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures),

trademarks, service marks, trade names and other intellectual property (collectively, “Intellectual Property”)

used in, held for use in or necessary for the conduct of the business now operated by them, except where the failure to own or possess

any of the foregoing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) neither

the Company nor any of its subsidiaries has received any written notice or claim alleging any infringement, misappropriation, violation

of or conflict with any such rights of others, except in each case as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect; and (iii) except as would not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect, there is no pending or, threatened action, suit, proceeding or claim by any party challenging the validity,

scope, enforceability or ownership of any Intellectual Property owned by the Company or its subsidiaries, and all Intellectual Property

owned by the Company or its subsidiaries, is owned solely by the Company, is valid and enforceable, and is owned free and clear of all

liens, encumbrances, defects or other restrictions, except for such liens, encumbrances, defects or other restrictions that would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have taken

reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material trade secrets and confidential

information owned, used or held for use by the Company or any of its subsidiaries.

Section

4.11 Environmental Protection

The

Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations

relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants

(“Environmental Laws”), (ii) have received all applicable permits, licenses or other approvals required of

them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions

of any such permit, license or approval, except as where such noncompliance with Environmental Laws, failure to receive required permits,

licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually

or in the aggregate, have a Material Adverse Effect. There are no costs or liabilities associated with Environmental Laws (including,

without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental

Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties)

which would, individually or in the aggregate, have a Material Adverse Effect.

Section

4.12 Permits

The

Company possesses and its subsidiaries possess and are in compliance with all licenses, permits, certificates and other authorizations

from, and have made all declarations and filings with, all governmental and regulatory authorities, required or necessary to carry on

their respective businesses as now or proposed to be conducted (“Permits”), except where the failure to obtain

or to be in compliance with such Permits would not, individually or in the aggregate, have a Material Adverse Effect; (ii) the Company

and its subsidiaries have fulfilled and performed all of their respective obligations with respect to such Permits and no event has occurred

which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the

rights of the holder of any such Permit except, in each case, as would not, individually or in the aggregate, have a Material Adverse

Effect; and (iii) neither the Company nor any of its subsidiaries has any reason to believe that any such Permit will not be renewed

in the ordinary course, except where such failure to renew would not individually or in the aggregate result in a Material Adverse Effect.

Page 8 of 19

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Section

4.13 Taxation

The

Company and each of its subsidiaries have filed all tax returns required to be filed through the date of this Agreement or have requested

extensions thereof (except, in each case, where the failure to file would not, individually or in the aggregate, have a Material Adverse

Effect) and have paid all taxes required to be paid thereon (except for cases in which the failure to pay would not, individually or

in the aggregate, have a Material Adverse Effect or, except as currently being contested in good faith and for which reserves required

by U.S. GAAP have been created in the financial statements of the Company); and no unpaid tax deficiency has been determined adversely

to the Company or any of its subsidiaries which has had a Material Adverse Effect, nor does the Seller, the Company or any of its subsidiaries

have notice or knowledge of any unpaid tax deficiency which is reasonably expected to be determined adversely to the Company or any of

its subsidiaries and which would reasonably be expected to have a Material Adverse Effect.

Section

4.14 Title

the Closing, the Seller shall transfer to the Purchaser good and valid title to the Shares, free and clear of all Encumbrances. Upon

registration of the transfer in the Company’s register of members, the Purchaser shall be the sole registered and beneficial owner

of the Shares.

Section

4.15 No Options or Other Rights

There

are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans, or other agreements of

any kind providing for the purchase, issuance, or sale of the Shares, or any securities convertible into or exchangeable for the Shares,

other than the ROFR Provisions (which shall have been complied with prior to Closing).

Section

4.16 No Brokers

The

Seller has not engaged any broker, finder, or agent in connection with the transactions contemplated by this Agreement, and no Person

is entitled to any brokerage commission, finder’s fee, or similar payment in connection therewith from the Seller.

ARTICLE

V - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The

Purchaser hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date as follows:

Section

5.1 Organization and Authority

The

Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

The Purchaser has full right, power, and authority to enter into this Agreement and each Transaction Document to which it is a party,

to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution,

delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by

all necessary corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and

constitutes the legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms,

subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting creditors’ rights generally

and by general principles of equity.

Page 9 of 19

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Section

5.2 No Conflicts

The

execution, delivery, and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby

do not and will not: (a) conflict with or violate any provision of the organizational documents of the Purchaser; (b) conflict with,

violate, or result in any breach of, or constitute a default under, any material contract to which the Purchaser is a party; or (c) violate

any Law or order applicable to the Purchaser.

Section

5.3 Accredited Investor Status

The

Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act

of 1933, as amended (the “Securities Act”). The Purchaser has such knowledge, sophistication, and experience in financial,

tax, and business matters so as to be capable of evaluating the merits and risks of an investment in the Shares and is able to bear the

economic risk of such investment for an indefinite period of time.

Section

5.4 Investment Intent

The

Purchaser is acquiring the Shares for its own account for investment purposes only and not with a view to, or for offer or sale in connection

with, any distribution thereof in violation of the Securities Act or any other applicable securities laws. The Purchaser acknowledges

that the Shares have not been registered under the Securities Act or any state or foreign securities laws and may not be offered or sold

except pursuant to an effective registration statement or an applicable exemption from registration requirements.

Section

5.5 Compliance with Securities Laws

The

Purchaser shall not offer, sell, transfer, or otherwise dispose of the Shares except in compliance with all applicable securities laws,

including the Securities Act, and the terms and conditions of the A&R IRA (to the extent applicable to the Purchaser).

Section

5.6 Sufficient Funds

The

Purchaser has, and at the Closing will have, sufficient immediately available funds to pay the Purchase Price and to consummate the transactions

contemplated by this Agreement.

Section

5.7 No Brokers

The

Purchaser has not engaged any broker, finder, or agent in connection with the transactions contemplated by this Agreement, and no Person

is entitled to any brokerage commission, finder’s fee, or similar payment in connection therewith from the Purchaser.

Page 10 of 19

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ARTICLE

VI - CONDITIONS PRECEDENT TO CLOSING

Section

6.1 Conditions to Obligations of the Purchaser

The

obligation of the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by

the Purchaser in writing) of each of the following conditions on or prior to the Closing Date:

(a)

Representations and Warranties. The representations and warranties of the Seller set forth in Article IV shall be true and correct in

all material respects (or, with respect to representations qualified by materiality or Material Adverse Effect, in all respects) as of

the date hereof and as of the Closing Date as though made on and as of such date.

(b)

Performance of Covenants. The Seller shall have performed and complied in all material respects with all covenants and agreements required

to be performed or complied with by it under this Agreement on or prior to the Closing Date.

(c)

ROFR Compliance. The Seller shall have delivered evidence, satisfactory to the Purchaser in its reasonable discretion, that all applicable

ROFR and co-sale provisions under the A&R IRA have been complied with, including that (i) all required notices have been given, (ii)

all applicable waiting periods have expired or been waived, and (iii) no holder has exercised any right of first refusal or co-sale right

with respect to the Shares being purchased by the Purchaser hereunder, or a waiver of its rights from such right holder has been obtained

by the Seller.

(d)

Chain of Title. The Seller shall have delivered evidence, satisfactory to the Purchaser in its reasonable discretion, demonstrating a

valid chain of title to the Shares from Great Rank Limited to the Seller, including evidence that the transfer from Great Rank Limited

was effected in compliance with the A&R IRA and all applicable Laws.

(e)

Good Standing. The Purchaser shall have received certificates of good standing (or the equivalent) for the Company and each of its subsidiaries

from the relevant jurisdictions, dated not earlier than fifteen (15) Business Days prior to the Closing Date.

(f)

Register of Members. The Purchaser shall have received a certified copy of the current register of members of the Company, confirming

the Seller’s ownership of the Shares.

(g)

Share Certificate. The Seller shall have delivered (or caused to be delivered) to the Purchaser the original share certificate(s) representing

the Shares and a duly executed instrument of transfer.

(h)

No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

(i)

No Litigation. No action, suit, proceeding, or investigation shall be pending or threatened before any Governmental Authority that seeks

to restrain, enjoin, or prohibit the consummation of the transactions contemplated by this Agreement or that would impose material limitations

on the Purchaser’s ability to exercise full ownership rights with respect to the Shares.

(j)

No Regulatory Action. No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Law, order, injunction,

or other prohibition that is in effect and has the effect of making the transactions contemplated by this Agreement illegal or otherwise

restraining or prohibiting consummation of such transactions.

(k)

Closing Certificate. The Purchaser shall have received a certificate executed by an authorized officer of the Seller certifying the satisfaction

of the conditions set forth in Sections 6.1(a) and 6.1(b).

Page 11 of 19

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Section

6.2 Conditions to Obligations of the Seller

The

obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the

Seller in writing) of each of the following conditions on or prior to the Closing Date:

(a)

Representations and Warranties. The representations and warranties of the Purchaser set forth in Article V shall be true and correct

in all material respects (or, with respect to representations qualified by materiality, in all respects) as of the date hereof and as

of the Closing Date as though made on and as of such date.

(b)

Performance of Covenants. The Purchaser shall have performed and complied in all material respects with all covenants and agreements

required to be performed or complied with by it under this Agreement on or prior to the Closing Date.

(c)

Payment. The Purchaser shall be ready, willing, and able to deliver the Purchase Price in accordance with Section 2.3.

(d)

Closing Certificate. The Seller shall have received a certificate executed by an authorized officer of the Purchaser certifying the satisfaction

of the conditions set forth in Sections 6.2(a) and 6.2(b).

ARTICLE

VII - COVENANTS

Section

7.1 Pre-Closing Covenants of the Seller

From

the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with Article IX, the Seller shall:

(a)

not sell, transfer, assign, pledge, encumber, or otherwise dispose of or grant any rights in respect of any of the Shares to any Person

other than the Purchaser;

(b)

not enter into any agreement, arrangement, or understanding that would be inconsistent with or adversely affect the transactions contemplated

by this Agreement;

(c)

use commercially reasonable efforts to comply with and complete all applicable procedures under the A&R IRA, including the ROFR Provisions,

and to obtain all consents, waivers, or approvals necessary to consummate the transactions contemplated hereby;

(d)

promptly notify the Purchaser of any event, condition, or circumstance that would reasonably be expected to cause any of the conditions

set forth in Section 6.1 not to be satisfied; and

(e)

cooperate with the Purchaser and the Company in good faith to take all actions and do all things reasonably necessary to consummate the

transactions contemplated by this Agreement.

Page 12 of 19

Securities

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Section

7.2 Pre-Closing Covenants of the Purchaser

From

the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with Article IX, the Purchaser shall:

(a)

use commercially reasonable efforts to take all actions and do all things necessary or appropriate to satisfy the conditions set forth

in Section 6.2;

(b)

promptly notify the Seller of any event, condition, or circumstance that would reasonably be expected to cause any of the conditions

set forth in Section 6.2 not to be satisfied; and

(c)

cooperate with the Seller and the Company in good faith to take all actions and do all things reasonably necessary to consummate the

transactions contemplated by this Agreement.

Section

7.3 Further Assurances

Following

the Closing, each party shall, and shall cause its Affiliates to, execute and deliver such additional documents, instruments, conveyances,

and assurances and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect

to the transactions contemplated hereby.

ARTICLE

VIII - INDEMNIFICATION

Section

8.1 Survival

The

representations and warranties contained in this Agreement shall survive the Closing for a period of eighteen (18) months following the

Closing Date; provided, however, that the Fundamental Representations shall survive the Closing for a period of thirty-six (36) months

following the Closing Date. The covenants and agreements of the parties contained in this Agreement that by their terms are to be performed

prior to or at the Closing shall survive the Closing for a period of eighteen (18) months following the Closing Date, and all other covenants

and agreements shall survive in accordance with their respective terms.

Section

8.2 Indemnification by the Seller

Subject

to the limitations set forth in this Article VIII, from and after the Closing, the Seller shall indemnify, defend, and hold harmless

the Purchaser and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (each, a “Purchaser

Indemnified Party”) from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’

fees and expenses) (collectively, “Losses”) arising out of, resulting from, or relating to:

(a)

any breach or inaccuracy of any representation or warranty of the Seller contained in this Agreement; or

(b)

any breach or non-fulfillment of any covenant or agreement of the Seller contained in this Agreement.

Page 13 of 19

Securities

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Section

8.3 Indemnification by the Purchaser

Subject

to the limitations set forth in this Article VIII, from and after the Closing, the Purchaser shall indemnify, defend, and hold harmless

the Seller and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (each, a “Seller

Indemnified Party”) from and against any and all Losses arising out of, resulting from, or relating to:

(a)

any breach or inaccuracy of any representation or warranty of the Purchaser contained in this Agreement; or

(b)

any breach or non-fulfillment of any covenant or agreement of the Purchaser contained in this Agreement.

Section

8.4 Notice of Claims

Any

party seeking indemnification under this Article VIII (the “Indemnified Party”) shall promptly notify the party from whom

indemnification is sought (the “Indemnifying Party”) in writing of any claim or demand for which indemnification is sought,

specifying in reasonable detail the factual basis for such claim and the amount of the Loss (to the extent then known or reasonably estimable).

The failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the

extent that the Indemnifying Party is actually and materially prejudiced thereby.

ARTICLE

IX - TERMINATION

Section

9.1 Termination Rights

This

Agreement may be terminated at any time prior to the Closing:

(a)

by mutual written consent of the Seller and the Purchaser;

(b)

by either the Seller or the Purchaser, if the Closing shall not have occurred on or before the Long-Stop Date; provided, however, that

this right to terminate shall not be available to a party whose breach of any representation, warranty, covenant, or agreement under

this Agreement has been the principal cause of or resulted in the failure of the Closing to occur on or before such date;

(c)

by the Purchaser, if the Seller shall have breached any of its representations, warranties, covenants, or agreements contained in this

Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 6.1, and (ii) is incapable of being cured

prior to the Long-Stop Date or has not been cured within twenty (20) Business Days after written notice thereof from the Purchaser to

the Seller;

(d)

by the Seller, if the Purchaser shall have breached any of its representations, warranties, covenants, or agreements contained in this

Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 6.2, and (ii) is incapable of being cured

prior to the Long-Stop Date or has not been cured within twenty (20) Business Days after written notice thereof from the Seller to the

Purchaser; or

(e)

by either the Seller or the Purchaser, if any Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any

Law, order, or injunction that is final and non-appealable and has the effect of permanently restraining, enjoining, or otherwise prohibiting

the transactions contemplated by this Agreement.

Page 14 of 19

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Section

9.2 Effect of Termination

the event of termination of this Agreement in accordance with Section 9.1, this Agreement shall become void and of no further force or

effect, and there shall be no liability on the part of any party hereto; provided, however, that (a) this Section 9.2, Article X (Confidentiality),

and Article XI (Miscellaneous) shall survive any termination of this Agreement, and (b) nothing herein shall relieve any party from liability

for any willful breach of this Agreement occurring prior to such termination.

ARTICLE

X - CONFIDENTIALITY

Section

10.1 Confidential Information

Each

party acknowledges that, in connection with the negotiation and performance of this Agreement, it has received or may receive confidential

or proprietary information of the other parties (“Confidential Information”). Confidential Information includes, without

limitation, the terms and conditions of this Agreement, the Purchase Price, and all non-public information regarding the Company, its

business, financial condition, operations, and prospects. Each party agrees to (a) hold all Confidential Information in strict confidence,

(b) not disclose any Confidential Information to any third party without the prior written consent of the disclosing party, and (c) use

Confidential Information solely for the purpose of consummating and performing the transactions contemplated by this Agreement.

Section

10.2 Exceptions

The

obligations set forth in Section 10.1 shall not apply to information that: (a) is or becomes generally available to the public other

than as a result of a breach of this Article X by the receiving party; (b) was available to the receiving party on a non-confidential

basis prior to its disclosure by the disclosing party; (c) becomes available to the receiving party on a non-confidential basis from

a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by a confidentiality

obligation to the disclosing party; or (d) was independently developed by the receiving party without reference to or use of any Confidential

Information.

Section

10.3 Permitted Disclosures

Notwithstanding

Section 10.1, a party may disclose Confidential Information (a) to its Affiliates, directors, officers, employees, accountants, attorneys,

and other advisors who have a need to know such information in connection with the transactions contemplated by this Agreement, provided

that such Persons are bound by obligations of confidentiality no less restrictive than those contained herein; (b) to the extent required

by applicable Law, regulation, or legal process, provided that the disclosing party (to the extent legally permissible) gives the other

party prompt written notice of such requirement so that the other party may seek a protective order or other appropriate remedy; or (c)

filing of this Agreement and its material terms in Form 6-K interim report or Form 20-F annual report by the Purchaser as required by

SEC.

Page 15 of 19

Securities

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Section

10.4 Survival

The

obligations of the parties under this Article X shall survive the Closing for a period of two (2) years and shall survive any termination

of this Agreement for a period of two (2) years from the date of such termination.

ARTICLE

XI - MISCELLANEOUS

Section

11.1 Governing Law

This

Agreement and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of,

or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the Laws

of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York

or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York; provided,

however, that Section 5-1401 of the New York General Obligations Law shall apply.

Section

11.2 Jurisdiction; Venue

Each

party irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the United States of America sitting

in the City of New York, Borough of Manhattan, for the purposes of any action, suit, or proceeding arising out of or relating to this

Agreement or the transactions contemplated hereby. Each party irrevocably waives, to the fullest extent permitted by Law, any objection

that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that

any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

Section

11.3 Waiver of Jury Trial

ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY,

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL

BY JURY.

Section

11.4 Entire Agreement

This

Agreement (including all schedules and exhibits hereto) constitutes the entire agreement among the parties with respect to the subject

matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or

written, relating to such subject matter.

Section

11.5 Amendments and Waivers

provision of this Agreement may be amended, supplemented, or modified except by a written instrument signed by the Seller and the Purchaser.

No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party

so waiving. No failure or delay by any party in exercising any right or remedy hereunder shall operate as a waiver thereof.

Page 16 of 19

Securities

Purchase Agreement - Confidential

Section

11.6 Notices

All

notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to

have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally

recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission) if sent during normal

business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the fifth

(5th) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications

must be sent to the respective parties at the addresses set forth below (or at such other address for a party as shall be specified in

a notice given in accordance with this Section 11.6):

to the Seller:

Cobalt

Pacific Holdings Ltd.

Attention:

Address:

Email:

to the Purchaser:

XMax

Inc.

Attention:

Steven Zhao, Chief Operating Officer

Address:

6565 E. Washington Blvd., Commerce, CA 90040

Email:

to the Company:

Aerora

Technology Co., Ltd.

Suite

#4-210, Governors Square, 23 Lime Tree Bay Avenue

Box 32311, Grand Cayman KY1-1209, Cayman Islands

Attention:

An Yan, Chief Executive Officer

Email:

Page 17 of 19

Securities

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Section

11.7 Assignment

Neither

this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any party without the prior written consent

of the other parties; provided, however, that the Purchaser may assign its rights under this Agreement, in whole or in part, to any of

its Affiliates or designees without the consent of the Seller or the Company, provided that such assignment shall not relieve the Purchaser

of its obligations hereunder. Any purported assignment in violation of this Section 11.7 shall be null and void.

Section

11.8 Counterparts

This

Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute

one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by email in portable document

format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall

have the same effect as delivery of a manually executed original counterpart.

Section

11.9 Severability

any term or provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable Law or rule

in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement

or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision

is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent

of the parties as closely as possible in a mutually acceptable manner.

Section

11.10 No Third-Party Beneficiaries

Except

as expressly provided in Article VIII with respect to indemnified parties, this Agreement is for the sole benefit of the parties hereto

and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person

any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Section

11.11 Expenses

Except

as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions

contemplated hereby shall be paid by the party incurring such costs and expenses.

Section

11.12 Specific Performance

The

parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance

with their specific terms or were otherwise breached. Accordingly, each party shall be entitled to specific performance of the terms

hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the

terms and provisions hereof, in addition to any other remedy to which such party is entitled at law or in equity.

Page 18 of 19

Securities

Purchase Agreement - Confidential

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed and delivered as of the date

first written above.

SELLER: Cobalt

Pacific Holdings Ltd.

By:

Name:

Demir Can

Title:

Director

PURCHASER: XMax

Inc.

By:

Name:

Steven Zhao,

Title:

Chief Operating Officer

ACKNOWLEDGED AND AGREED BY THE COMPANY: Aerora Technology Co., Ltd.

Name:

An Yan

Title:

Chief Executive Officer

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

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