Business Context and Reporting Period
This Form 8-K was filed by Aixcrypto Holdings, Inc. on July 29, 2026. The report discloses the entry into a material definitive agreement with a related party, effective retroactively to July 16, 2026.
Key Financial Metrics and Agreement Terms
The filing details a Consulting Agreement with Aibot US Operation Inc. Key financial terms include:
- Monthly Fee: $50,000, payable in semi-monthly installments.
- Expense Reimbursement: Reasonable out-of-pocket expenses capped at $500 per month without prior written approval.
- Term: One year (July 16, 2026, through July 15, 2027), unless extended or terminated earlier.
- Services: Provision of a four-person team covering finance (2), capital markets (1), and HR/legal coordination (1).
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the Company.
Material Changes and Related Party Transaction
The primary material change is the execution of the consulting agreement. This is classified as a related party transaction because Aibot US Operation Inc. is minority-owned by Jerry Wang, the Company's Chief Executive Officer and Board member. The disinterested members of the Board of Directors and the Audit Committee reviewed and approved the terms, deeming them fair and reasonable.
Outlook, Risks, and Contingencies
The filing includes standard forward-looking statements regarding future business conditions, noting that actual results may differ due to inherent uncertainties. Specific risks associated with the agreement include:
- Termination Rights: Either party may terminate with 15 days' written notice. Immediate termination is permitted for material breaches or violations of confidentiality/non-solicitation provisions.
- Operational Dependency: The Company is relying on an external team for critical functions including finance and capital markets.
Investor Verification Checklist
- Verify the independence and qualifications of the four-person consulting team provided by Aibot.
- Review the full text of the Consulting Agreement (Exhibit 10.1) for specific performance metrics or deliverables not detailed in the summary.
- Assess the impact of the $50,000 monthly fee on the Company's current cash position and operating expenses.
- Confirm the extent of Jerry Wang's ownership interest in Aibot US Operation Inc. to fully evaluate the related party conflict.