Wolfpack Research on XMAX Inc.
Bottom Line
Activ8 Report Assessment
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Wolfpack alleges deliberate fabrication of purchase orders from suppliers that do not exist at listed addresses or in any relevant line of business, contradictory balance sheet disclosures within the same 10-Q, and undisclosed related-party transactions spanning at least seven separate agreements. The company's 2024 auditor switch to Enrome LLP, itself a named co-defendant in a pump-and-dump suit, and $2.3 million in 'management fees' paid to an undisclosed party despite every subscription agreement specifying 0% management fees, compound the governance failures.
Not Present: Structural / Valuation
Wolfpack conducted physical site visits to the registered addresses of all nine Malaysian suppliers and found preschools, luxury condos, residential buildings, and apartment complexes in place of businesses; reviewed Malaysian Companies Commission filings, OpenCorporates records, Singapore ACRA filings, New Zealand Companies Register records, SEC filings (10-Qs, 10-Ks, 8-Ks, DEF 14A, S-3), and subscription agreements; and performed quantitative analysis showing Q1 2026 share issuances at an implied average of $1.05 versus the $4.11 disclosed in securities purchase agreements.
The $1 billion S-3 shelf became effective in May 2026, and six securities purchase agreements covering 24.4 million shares at average prices of $3.95 (with lockups that can be waived by XMAX or are automatically released if the stock exceeds $10 after six months) create an imminent and ongoing dilution overhang. Wolfpack identifies no single fixed-date regulatory or legal event but expects share dumping to begin at the first available opportunity.
Not Present: Thesis-Only, Specific Event
How XMAX Makes Money
XMAX Inc. (formerly Nova Lifestyle, Inc.) is a NASDAQ-listed company with a nominal furniture business that has repositioned itself around claims of investing in SpaceX and xAI through a web of newly formed Cayman Islands subsidiaries, and purchasing AI cloud services. Its Malaysian operating subsidiary, Nova Living, was reportedly deregistered in Q1 2026. XMAX generated $3.6 million or less in annual revenue as of 2025 and had negative stockholders' equity of $896,000 as of Q3 2024, avoiding NASDAQ delisting only through equity issuances tied to alleged purchase orders from Malaysian suppliers.
Main Report Evidence
Six Dilutive Deals at Steep Discounts to Largely Phantom Investors
Since October 2025, XMAX disclosed six securities purchase agreements purportedly raising $96.2 million across 24.4 million shares at an average price of $3.95, representing discounts of 30–50% to prior-day closing prices. Wolfpack's analysis of XMAX's quarterly filings shows the company actually raised only $36.3 million across 39.8 million shares since Q3 2025, implying an average realized price of $0.91 per share, a more than 83% discount in Q1 2026 alone. Purchasers include entities with blank signature pages, a Malaysian company (StratoCore Solutions Ltd.) Wolfpack could not locate in the Malaysian registry, and unnamed non-US investors.
XMAX Securities Purchase Agreements — October 2025 through April 2026
| Date | Disclosed Value | Shares | Avg Share Price |
|---|---|---|---|
| 10/13/2025 | $14,018,130 | 3,708,500 | $3.78 |
| 12/19/2025 | $4,999,375 | 1,187,500 | $4.21 |
| 3/9/2026 | $35,955,000 | 8,500,000 | $4.23 |
| 3/30/2026 | $6,999,850 | 1,958,000 | $3.58 |
| 4/13/2026 | $3,101,063 | 462,500 | $6.71 |
| 4/24/2026 | $31,122,000 | 8,550,000 | $3.64 |
| Total (Disclosed) | $96,195,418 | 24,366,500 | $3.95 |
| Actual per Q3 2025–Q1 2026 Filings (Wolfpack Analysis) | $36,300,000 | 39,758,406 | $0.91 |
Source: XMAX 8-Ks dated 10/14/25, 12/22/25, 3/10/26, 3/31/26, 4/16/26, 4/29/26; Wolfpack Research analysis of Q3 2025, 2025 10-K, and Q1 2026 10-Q
Key Allegations
Five Malaysian Suppliers Appear Fictitious or Unrelated
In October 2024, three days before a NASDAQ delisting deadline for having less than $2.5 million in stockholders' equity (against a balance of negative $896,000), XMAX announced ~$4.6 million in 'purchase orders' for stone slabs from five Malaysian suppliers paid via future equity issuances. Wolfpack's site visits found the address for Iconic Tech SDN BHD to be a preschool, Onefull Technologies' address to be a luxury condo building, Skyvip SDN BHD's address to be an office building where front-desk reception confirmed Skyvip had no office, United Poles SDN BHD's address to be a residential building, and Teclutions System SDN BHD's address to be a filthy apartment complex with a rusty mailbox. Malaysian corporate filings show none of the five entities describe themselves as being in the business of supplying stone slabs; their stated businesses include IT services, holding companies, advertising, and motivational courses. Onefull had 5,000 MYR (~$1,250 USD) of assets and no revenue as of fiscal year ending November 2024; Skyvip had ~29,000 MYR (~$7,250 USD) of assets and 144,000 MYR (~$36,000 USD) of revenue; and Teclutions had less than 1,000 MYR of assets and no revenue for the fiscal year encompassing the alleged sale to XMAX.
At Least Two Suppliers Are Undisclosed Related Parties
Wolfpack found that Khoo Kien Hoe is secretary for both Onefull Technologies SDN BHD and Skyvip SDN BHD, and also secretary for Nova Living, XMAX's wholly owned Malaysian subsidiary. XMAX did not disclose these as related-party transactions. Wolfpack also identified four earlier 'sale and purchase agreements' between November 2023 and August 2024 with entities (ATS Brand, Web 3.0, Hong Sheng, and VT Conceptone) that likewise shared Khoo Kien Hoe as secretary with XMAX's Malaysian subsidiary, and which were also not disclosed as related-party transactions in the 8-Ks announcing those deals.
February 2025 Purchase Orders Also Appear Fabricated
XMAX announced a second round of ~$3.2 million in 'purchase orders' from four new Malaysian suppliers in February 2025, again paid via future equity issuances. Wolfpack could find no trace of 'Chialing Enterprise' or 'Twenty Nine Business Solutions Sdn' in the Malaysian corporate registry or on OpenCorporates, which is particularly troubling because XMAX listed both as significant shareholders (collectively ~17.5% ownership) as of July 2025. A third supplier, Macro IT Solutions, had 'ceased its businesses' since August 1, 2023, over a year before the supposed purchase order, and had no recorded revenue for FY2024 or FY2025 and no cash as of July 31, 2024. The fourth, Flyguy Resources Sdn Bhd, had all financial information left blank in its corporate filings, and Wolfpack's site visit to its listed business address found a different company occupying the supposed office and Flyguy not listed on the building registry.
Balance Sheet Contradictions Conceal ~$8 Million Phantom Sale
XMAX booked all supplier stone-slab purchase orders as 'advances to suppliers' from October 2024 through Q2 2025, avoiding any need for physical inventory. In Q3 2025, XMAX recorded an ~$8 million sale to a mystery Hong Kong customer with no prior Hong Kong revenue history, causing 'advances to suppliers' to decline from ~$8 million to ~$184,000 and accounts receivable to increase by $7,899,364, with 100% concentration in the unnamed Hong Kong customer and no collateral required. Page 47 of the same 3Q25 10-Q states advances to suppliers were $8,025,174 as of September 30, 2025, directly contradicting the balance sheet figure of $183,924, and the filing states that as of November 6th none of those outstanding advances had been delivered. In November 2025, XMAX received a $5 million loan from Hong Kong entity Billiongold Holding Limited at 6% interest; that same quarter its accounts receivable from the mystery Hong Kong customer declined by $5.5 million; and on January 28, 2026, XMAX lent $5.3 million to Joycheer Trade Limited in Hong Kong at 6% interest. Wolfpack also found that the 'Ship To' address on the purchase order form corresponds to a fabric/textile business unrelated to XMAX or stone slabs.
AI Pivot Appears Fabricated; CEO Biography Contains Inaccuracies
On April 22, 2026, XMAX announced a Cloud Services Agreement with SuperX AI Technology USA (a subsidiary of SUPX) for $4.8 million payable monthly, a deal that would be clearly material for SUPX, which made only $3.6 million in total revenue in 2025. SUPX issued no 8-K, no press release, and all details on the SUPX side of the disclosed contract are redacted, making it unclear whether anyone from SUPX signed it. XMAX's new CEO Xiaohua Lu, who is paid $80,000 per year with no equity, claims to have been CEO of 'Blackamber Investment Limited' from 2012–2018; Wolfpack found no entity by this name on OpenCorporates, and the similarly named 'Blackamber Global Investment Limited' was not registered until 2014 (two years after Lu claims he became CEO) and dissolved in 2017 (one year before he claims he stopped being CEO). Lu's bio also states he was a Director of Wiselink Global Pte. Ltd. from 2019–2022, yet Singapore ACRA filings show he remains listed as sole director since 2016 and sole shareholder; and his bio states he was 'general manager' of Drem Consulting Pte. Ltd. from 2024–2025, yet Singapore ACRA filings show he remains a Director of that company.
SpaceX/xAI Investments Route $2.3M in Undisclosed Fees Despite 0% Management Fee Agreements
As of December 31, 2025, XMAX had subscribed approximately $25 million into SpaceX/xAI-linked funds via newly incorporated Cayman Islands subsidiaries (Xmax Alpha Holdings Ltd., Xmax Beta Holdings Ltd., Xmax Delta Holdings Ltd., Xmax Sigma Holdings Ltd.) formed between September and October 2025. Every subscription agreement for these investments explicitly states the management fee percentage for XMAX is 0%, and no subscription fees are mentioned in any agreement. Despite this, XMAX's 2025 10-K records $2.3 million in 'management fees' paid to an undisclosed party on a subscribed capital base of approximately $25.1 million, implying a fee rate of approximately 10% in just a few months. Wolfpack questions who received this fee, under what mechanism it was charged, and whether this was another undisclosed related-party transaction.
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