Xmax, Inc.美股招股说明书(2025-12-22版)

XMAX INC. 1,187,500 SHARES OF COMMON STOCK We are offering 1,187,500 shares of our common stock at a price of $4.21 per share, to selected investors pursuant to thisprospectus supplement and the accompanying prospectus and a securities purchase agreement with such investors. Our shares of common stock are listed and traded on the NASDAQ Stock Market LLC under the symbol “XWIN.” Theaggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was approximately$200,188,189.74, which was calculated based on 37,140,666 shares of common stock issued and outstanding held by non-affiliates You should read carefully this prospectus supplement and the documents incorporated by reference in this prospectussupplement before you invest.Please see“Risk Factors”on page S-4 of this prospectus supplement and the risk factors Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any Offering Price We anticipate delivery of the shares will take place on or about December 26, 2025, subject to the satisfaction of certainconditions. Investing in our shares of common stock involves a high degree of risk. Before buying any Shares, you should carefullyconsider the risks that we have described in “Risk Factors” of this prospectus supplement, as well as those described in our Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any Prospectus Supplement dated December 19, 2025 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. You should readthis prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplementand the accompanying prospectus, and any free writing prospectus that we may authorize for use in connection with this offering, intheir entirety before making an investment decision. You should also read and consider the information in the documents to which we This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offeringof the common stock and also adds to and updates information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanyingprospectus, including the documents incorporated by reference into the accompanying prospectus, provides more general information,some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to the combined documentconsisting of this prospectus supplement and the accompanying prospectus. To the extent there is a conflict between the informationcontained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any We are responsible for the information contained in, or incorporated by reference into, this prospectus supplement, theaccompanying prospectus and in any free writing prospectus that we may authorize for use in connection with this offering. We have We are not making an offer to sell or soliciting an offer to buy our common stock in any jurisdiction in which an offer orsolicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectus, and in any free writingprospectus that we may authorize for use in connection with this offering, is accurate only as of the date of those respective Unless the context otherwise requires or as otherwise expressly stated, references in this prospectus to the terms the“Company,” “XMax”, “XWIN”, “Nova LifeStyle,” “we,” “our” and “us” or other similar terms mean XMax Inc., unless we state Table of Contents SUMMARY This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and theaccompanying prospectus. This summary does not contain all of the information that you should consider before deciding to invest inour common stock. You should read this entire prospectus supplement and the accompanying prospectus carefully, including the “Risk Overview XMax Inc. (the “Company”), formerly known as Nova LifeStyle, Inc., is a distributor of contemporary styled residential andcommercial furniture incorporated into a dynamic marketing and sales platform offering retail as well as online selectio