Virtuix Holdings Inc.-美国美股招股说明书（2026年2月10日版）

34,213,618Shares of ClassA Common Stock This prospectus supplement (the “Sticker Supplement”) modifies, supersedes and supplements certain information containedin, and should be read in conjunction with, our Prospectus filed with the SEC dated January 26, 2026 (the “Prospectus”), related to theregistration of the resale of up to 34,213,618 shares of our Class A common stock, par value $0.001 per share, by our stockholders This Sticker Supplement is not complete without, and may not be delivered or used except in connection with, the Prospectus. Our shares of Class A common stock are listed on the Nasdaq Global Market under the symbol “VTIX.” The information contained in this Sticker Supplement modifies and supersedes, in part, the information in the Prospectus.Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except asmodified or superseded by this Sticker Supplement. We may amend or supplement the Prospectus from time to time by filing Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of the Prospectus andin documents incorporated by reference into the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this Sticker Supplement, or the Prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. FORWARD-LOOKING STATEMENTS You should carefully consider the risk factors set forth in the Prospectus, as well as the other information contained in orincorporated by reference into this Sticker Supplement and the Prospectus. This Sticker Supplement and the Prospectus and documentsincorporated therein by reference contain forward-looking statements regarding events, conditions, and financial trends that may affectour plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-lookingstatements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially WARRANT AMENDMENTS This Sticker Supplement is being filed to disclose amendments to certain warrants to purchase shares of our Class A commonstock held by Streeterville Capital, LLC (the “Investor”). On February 9, 2026, we entered into Amendment No. 1 to each of the following warrants to purchase shares of Class Acommon stock (collectively, the “Warrant Amendments”) with the Investor: ●Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock, dated as of August 25, 2025, which wasissued pursuant to the Securities Purchase Agreement dated August 25, 2025, in connection with the issuance of a ●Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock, issued pursuant to the SecuritiesPurchase Agreement dated August 25, 2025, in connection with the Equity Purchase Agreement under which the Investor ●Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock, dated as of October 30, 2025, which ●Amendment No. 1 to the Warrant to Purchase Shares of Class A Common Stock, dated as of December 19, 2025, whichwas issued in connection with the issuance of a secured convertible promissory note in the principal amount of $560,000. The Warrant Amendments modify the exercise price of each of the above warrants to provide for a reduced exercise price of $6.00 pershare for any exercise occurring during the period commencing on February 9, 2026, and ending on March 11, 2026 (the “Reduced Following the expiration of the Reduced Exercise Price Period, the exercise price will revert to the Nasdaq Valuation Price as set forthin the original warrants. All other terms and conditions of the warrants remain unchanged and in full force and effect. The date of this Sticker Supplement to Prospectus is February 9, 2026.