Virtuix Holdings Inc-A美股招股说明书(2026-01-26版)

34,213,618Shares of ClassA Common Stock This prospectus relates to the registration of the resale of up to 34,213,618 shares of our ClassA commonstock (our “ClassA common stock”) by our stockholders identified in this prospectus (the “RegisteredStockholders”), in connection with our direct listing (the “Direct Listing”) on the Nasdaq Global Market(“Nasdaq”).Unlike an initial public offering,the resale by the Registered Stockholders is not beingunderwritten on a firm-commitment basis by any investment bank. The Registered Stockholders may, or maynot, elect to sell their shares of ClassA common stock covered by this prospectus, as and to the extent they maydetermine. The Registered Stockholders may offer, sell or distribute all or a portion of the shares of ClassAcommon stock hereby registered publicly or through private transactions at prevailing market prices or atnegotiated prices. If the Registered Stockholders choose to sell their shares of ClassA common stock, we willnot receive any proceeds from the sale of shares of ClassA common stock by the Registered Stockholders. No public market for our ClassA common stock currently exists, and our shares of ClassA common stockhave a limited history of trading in private transactions. Recent purchase prices of our ClassA common stock in private transactions may have little or no relationto the opening public price of our shares of ClassA common stock on Nasdaq or the subsequent trading price ofour shares of ClassA common stock on Nasdaq. For more information, see “Sale Price History of Our CapitalStock.” Further, the listing of our ClassA common stock on Nasdaq, without a firm-commitment underwrittenoffering, is an appropriate but less common method for commencing public trading in shares of our ClassAcommon stock and, consequently, the trading volume and price of shares of our ClassA common stock may bemore volatile than if shares of our ClassA common stock were initially listed in connection with an initialpublic offering underwritten on a firm-commitment basis. On theday that our shares of ClassA common stock are initially listed on Nasdaq, Nasdaq will beginaccepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate theindicative Current Reference Price (as defined below) on the basis of such accepted orders. The CurrentReference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated,along with other indicative imbalance information, to market participants by Nasdaq on its NOII andBookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which MaximGroup LLC (the “Advisor”), in its capacity as our financial advisor to perform the functions under NasdaqRule4120(c)(8), must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaqthat our shares of ClassA common stock are ready to trade, Nasdaq will calculate the Current Reference Pricefor our shares of ClassA common stock, in accordance with Nasdaq rules. If the Advisor then approvesproceeding at the Current Reference Price, Nasdaq will conduct a price validation test in accordance withNasdaq Rule4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with the Advisor,if the price bands need to be modified, to select the new price bands for purposes of applying such testiteratively until the validation tests yield a price within such bands. Upon completion of such price validationchecks, the applicable orders that have been entered will be executed at such price and regular trading of ourshares of ClassA common stock on Nasdaq will commence. Under Nasdaq rules, the “Current Reference Price”means: (i)the single price at which the maximum number of orders to buy or sell can be matched; (ii)if there ismore than one price at which the maximum number of orders to buy or sell can be matched, then it is the pricethat minimizes the imbalance between orders to buy or sell (i.e.minimizes the number of shares that wouldremain unmatched at such price); (iii)if more than one price exists under (ii), then it is the entered price (i.e.thespecified price entered in an order by a customer to buy or sell) at which our shares of ClassA common stockwill remain unmatched (i.e.will not be bought or sold); and (iv)if more than one price exists under (iii), a pricedetermined by Nasdaq in consultation with Table of Contents the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), theAdvisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including RegulationM, or applicable relief grantedthereunder. Neither we nor the Registered Stockholders will be involved in Nasdaq’s price-setting mechanism,including any decision to delay or proceed with trading, nor will we or they control or influence the Advisor