Xenous Holdings, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 8, 2026, Mr. Jonathan Chan Ye Earn (“Mr. Chan”) resigned as our Chief Executive Officer and Director of Xenous Holdings, Inc. (the “Company” or “Xenous”), effective from May 8, 2026. The resignation by Mr. Chan were not the result of any disagreement with the Company regarding its operations, policies, or practices. On the same day, the Board of Directors of the Company appointed Mr. Dingwen Zhang (“Mr. Zhang”) to fill in the vacancy on the Board, resulting from Mr. Chan’s resignation, effective immediately. Mr. Zhang will serve as the Executive Officer and Director of the Company. The biography for Mr. Zhang is set forth below: Mr. Dingwen Zhang serves as our chief executive officer and a Director. Since June 2023, Mr. Zhang has been serving as the founder and the chief executive officer of Soon Fund. Since January 2023, Mr. Zhang has been serving as the managing director of QMetaverse. Since October 2020, Mr. Zhang served as the founder of Beishang Capital (Shenzhen) Group Co., Ltd. Mr. Zhang obtained his Bachelor of Finance from Tsinghua University in the People’s Republic of China in 2018. Mr. Zhang has no family relationships with any of the executive officers or directors of the Company. There are no employment agreements between the Company and Mr. Zhang, nor are there any arrangement or plan in which the Company will provide compensation, bonus, pension, retirement, or similar benefits to Mr. Zhang. There have been no transactions to which the Company was or is to be a party, in which Mr. Zhang had, or will have, a direct or indirect material interest. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text actual Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.