Arxis Inc-A美股招股说明书(2026-04-16版)

This is an initial public offering of shares of ClassA common stock by Arxis, Inc. We are offering 40,500,000 shares of ClassA common stock. The initial public offering price is$28.00 per share. Prior to this offering, there has been no public market for our ClassA common stock. Our ClassA common stock has been approved for listing on the Nasdaq Global Select Market Upon completion of this offering, we will have four authorized series of common stock: ClassA common stock, which is entitled to one vote per share on all matters on which ourstockholders generally are entitled to vote; ClassB common stock, which is entitled to twenty votes per share on all matters on which our stockholders generally are entitled tovote; ClassC common stock, which is not entitled to vote on any matter on which our stockholders generally are entitled to vote, in each case, except as otherwise provided in ouramended and restated certificate of incorporation or as required by applicable law and convertible common stock which will be entitled to vote as described in “Description ofCapital Stock—Convertible Common Stock Issued to Arcline Arxis Advisory I, L.P.” Holders of our common stock vote together as a single class on all matters on which ourstockholders generally are entitled to vote, except as otherwise provided in our amended and restated certificate of incorporation or as required by applicable law. ClassB commonstock is convertible into ClassA common stock on a one-for-one basis at the option of the holder and will automatically convert into ClassA common stock on a one-for-one basisupon any transfer (other than a permitted transfer described in our amended and restated certificate of incorporation) and in certain other circumstances described in our amendedand restated certificate of incorporation. Class C common stock will automatically convert into ClassA common stock on a one-for-one basis in circumstances described in ouramended and restated certificate of incorporation. Convertible common stock is convertible into Class B common stock (or Class A common stock if no Class B common stock isoutstanding at the time of such conversion), as described in “Description of Capital Stock—Convertible Common Stock Issued to Arcline Arxis Advisory I, L.P.” Immediatelyfollowing the completion of this offering, our ClassB common stock and convertible common stock, which will be held solely by investment funds affiliated with ArclineInvestment Management, L.P. (“Arcline” or our “Sponsor”), will represent 99.09% of the total voting power of our outstanding common stock (or 99.00% of the total voting powerof our outstanding common stock if the underwriters exercise their option to purchase additional shares in full). As a result, our Sponsor will control nearly all voting power in theCompany and, under Nasdaq corporate governance standards we will be considered a “controlled company.” Consequently, we intend to rely on exemptions from certain Nasdaqcorporate governance requirements. See “Risk Factors—Risks Related to the Reorganization—Our Sponsor will continue to have substantial control over us after this offering, andtheir near-total voting power will limit your ability to influence key decisions and may create governance risks, conflicts of interest, and shareholder protection concerns” and“Management—Controlled Company Status.” Investing in our ClassA common stock involves a high degree of risk. See “Risk Factors” beginning on page26 of this prospectus. Initial public offering price Underwriting discounts and commissions(1)Proceeds to us, before expenses (1)See “Underwriting” for a description of all compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to 6,075,000 additional shares of ClassA common stock to cover the underwriters’ option topurchase additional shares. At our request, the underwriters have reserved up to 2,025,000 shares of our Class A common stock, or 5% of the shares being offered pursuant to this prospectus, for sale at theinitial public offering price to certain individuals and entities as determined by certain of our officers through a directed share program. See “Underwriting—Directed ShareProgram” for additional information. One or more funds and/or accounts managed by Capital International Investors, one or more funds and/or accounts managed by Capital Research Global Investors, certain fundsand accounts managed by Janus Henderson Investors, and certain accounts advised by T. Rowe Price Investment Management, Inc. (the “Cornerstone Investors”) have, severallyand not jointly, indicated an interest in purchasing up to an aggregate of $400 million in shares of our Class A common stock in this offering at the initial public offering price andon the same terms and conditions as the other purchasers in this offering. The shares of Class A common stock to be purchased by the Cornerstone Investors will not be subject to alock-up agreemen