Arxis, Inc.

S-11 d81728ds1.htm S-1

As filed with the Securities and Exchange Commission on March 24, 2026.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Arxis, Inc.

(Exact name of registrant as specified in its charter)

1332 Blue Hills Avenue

Bloomfield, CT 06002

**Telephone: (860)243-7100 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kevin Perhamus

President and Chief Executive Officer

1332 Blue Hills Avenue

Bloomfield, CT 06002

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:** **As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus

Subject to completion, dated , 2026

** Shares**

Class A Common Stock

This is an initial public offering of shares of Class A common stock by Arxis, Inc. We are offering shares of Class A common stock. The initial public offering price is expected to be between $ and $ per share.

Prior to this offering, there has been no public market for our Class A common stock. We have applied to list our Class A common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ARXS.”

Upon completion of this offering, we will have four authorized series of common stock: Class A common stock, which is entitled to one vote per share on all matters on which our stockholders generally are entitled to vote; Class B common stock, which is entitled to twenty votes per share on all matters on which our stockholders generally are entitled to vote; Class C 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 our amended 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 of Capital Stock—Convertible Common Stock Issued to Arcline Investment Management, L.P.” Holders of our common stock vote together as a single class on all matters on which our stockholders generally are entitled to vote, except as otherwise provided in our amended and restated certificate of incorporation or as required by applicable law. Class B common stock is convertible into Class A common stock on aone-for-one basis at the option of the holder and will automatically convert into Class A common stock on aone-for-one basis upon any transfer (other than a permitted transfer described in our amended and restated certificate of incorporation) and in certain other circumstances described in our amended and restated certificate of incorporation. Class C common stock will automatically convert into Class A common stock on a one-for-one basis in circumstances described in our amended 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 is outstanding at the time of such conversion), as described in “Description of Capital Stock—Convertible Common Stock Issued to Arcline Investment Management, L.P.” Immediately following the completion of this offering, our Class B common stock and convertible common stock, which will be held solely by investment funds affiliated with Arcline Investment Management, L.P. (“Arcline” or our “Sponsor”), will represent % of the total voting power of our outstanding common stock (or % of the total voting power of our outstanding common stock if the underwriters exerc

ise their option to purchase additional shares in full). As a result, we will be a “controlled company” under Nasdaq corporate governance standards and intend to rely on exemptions from certain Nasdaq corporate governance requirements. See “Management—Controlled Company Status.”

Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 25 of this prospectus.

We have granted the underwriters an option for a period of 30 days to purchase up to additional shares of Class A common stock to cover over-allotments.

At our request, the underwriters have reserved up to shares of our Class A common stock, or 5% of the shares being offered pursuant to this prospectus, for sale at the initial public offering price to certain individuals and entities as determined by certain of our officers through a directed share program. See “Under writing—Directed Share Program” for additional information.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about , 2026 through the book-entry facilities of The Depository Trust Company.

Joint Bookrunning Managers

**** listed in alphabetical order***

Joint Bookrunners

Co-Manager

Citizens Capital Markets

** , 2026**

ARXIS Engineered Components for Mission-Critical Applications

Engineered Components for Mission-Critical Applications

Arxis is a leading designer and manufacturer of proprietary, mission-critical electronic and mechanical components engineered for cutting edge performance in extreme environments.~$1.6Bn 2025 Revenue~$46MM 2025 Net Income~$571MM 2025 Adj. EBITDA1~90% Revenue from Proprietary Products5,000+ Customers600+ Platforms Served1 This is a non-GAAP financial measure and should not be used as a substitute for our operating results prepared in accordance with GAAP. See section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Information" for more information on this non-GAAP financial information, including a reconciliation to the nearest GAAP measure. Adjusted EBITDA is a non-GAAP financial measure that we defined as net income (loss), adjusted for: (i) interest expense, net; (ii) income tax expense (benefit); (iii) depreciation and amortization; (iv) acquisition and integration costs; (v) restructuring costs; (vi) transaction and other deal related expenses; (vii) share-based compensation expense; (viii) refinancing costs; and (ix) other non-recurring adjustments.Arxis is a leading designer and manufacturer of proprietary, mission-critical electronic and mechanical components engineered for cutting edge performance in extreme environments. ~$1.6Bn ~$46MM ~$571MM2025 Revenue 2025 Net Income 2025 Adj. EBITDA(1)~90% 5,000+ 600+Revenue from Customers Platforms ServedProprietary Products 1 This is a non-GAAP financial measure and should not be used as a substitute for our operating results prepared in accordance with GAAP. See section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures" for more information on this non-GAAP financial information, including a reconciliation to the nearest GAAP measure. Adjusted EBITDA is a non-GAAP financial measure that we defined as net loss, adjusted for: (i) interest expense, net; (ii) income tax expense (benefit); (iii) depreciation and amortization; (iv) acquisition and integration costs; (v) restructuring costs; (vi) transaction and other deal related expenses; (vii) share-based compensation expense; (viii) refinancing costs; and (ix) other non-recurring adjustments.

Arxis is a leading designer and manufacturer of proprietary, mission-critical electronic and mechanical components engineered for cutting edge performance in extreme environments. ~$1.6Bn ~36% 5,000+ 2025 PF Adj. Revenue 2025 PF Adj. Customers EBITDA Margin ~$570MM ~90% 600+ 2025 PF Revenue from Platforms Served Adj. EBITDA Proprietary Products

Our custom components are developed through engineer-to-engineer collaboration with our customers, working hand-in-hand to develop cutting-edge products for extreme operating environments. FY2025 Revenue Mix Commercial Aerospace 23% By End Market Defense and Space 47% Industrial Technology 30% Other 76% By Platform Top 10 24% By Customer Top 10 36% Other 64%

Our custom components are developed through engineer-to-engineer collaboration with our customers, working hand-in-hand to develop cutting-edge products for extreme operating environments. FY2025 Revenue Mix Industrial Defense & Other Top 10 Technology Space 76% 24% 31% 47% By End By Market Platform Top 10 36% Commercial Aerospace By 22% Customer Other 64%