Arxis, Inc.

As filed with the Securities and Exchange Commission on October 13, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Kevin PerhamusPresident and Chief Executive Officer1332 Blue Hills AvenueBloomfield, CT 06002(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: Shane TintleMichael KaplanDavis Polk & Wardwell LLP450 Lexington AvenueNew York, NY 10017(212) 450-4000

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, a non-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 preliminary 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 preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion. Dated October 13, 2026

PROSPECTUS

13,351,964 Shares

Class A Common Stock

The selling stockholders (the “Holders”) of Arxis, Inc. (“Arxis”, “we,” or the “Company”) listed on page 106 may offer and resell up to 13,351,964 shares of Arxis Class A common stock, par value $0.01 (“Class A common stock”) under this prospectus. The Holders acquired these shares from us pursuant to an Agreement and Plan of Merger dated May 29, 2026 (“Purchase Agreement”) by and among the Company, Orion Merger Sub, Inc., Omnetics Connector Corporation (“Omnetics”) and Gary Jacobs, solely in his capacity as shareholder representative, in connection with our acquisition of Omnetics. Certain Holders have entered into a lock-up agreement with the Company, and as of the date of this prospectus, 4,422,677 shares are available for sale hereunder, with the remainder of the shares of Class A common stock to become available for sale by May 15, 2028. The Holders (which term as used herein includes their respective donees, transferees, assignees or other successors in interest) may sell these shares through public or private transactions at market prices prevailing at the time of sale or at negotiated prices. We will not receive any proceeds from the sale of the shares by the Holders.

The Company's Class A common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on April 16, 2026 under the symbol “ARXS.”

Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 13 of this prospectus.

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.

Prospectus dated , 2026

TABLE OF CONTENT

In connection with our initial public offering, we entered into a Reorganization (as defined below). In this prospectus, unless otherwise indicated or the context otherwise requires, “Arxis,” the “Company,” “we,” “us”and similar terms refer to Arxis, Inc. and its consolidated subsidiaries, inclusive of the Arxis Businesses.

We and the Holders have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the Holders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you.

The Holders are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted.

The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of any securities. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus.

Basis of Presentation of Financial Information

Arxis, Inc. Condensed Consolidated Financial Statements

In April 2026, we completed our Reorganization and initial public offering. This prospectus includes the unaudited condensed consolidated financial statements of Arxis, Inc. (the "Arxis Condensed Consolidated Financial Statements") as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). These condensed consolidated financial statements reflect the consolidated financial position and results of operations of Arxis, Inc. and its subsidiaries following the Reorganization and our initial public offering. Because the Reorganization occurred in April 2026, the results of operations for the six months ended June 30, 2026 reflect a combination of periods prior to and following the Reorganization, and the results of operations for the three and six months ended June 30, 2025 predate the Reorganization in their entirety. As a result, these periods may not be comparable, and

i per share data is meaningful only for the period following the Reorganization and our initial public offering. See “Note 1. Organization and Nature of Operations” and “Note 16. Net Income (Loss) Per Share” to the unaudited Arxis Condensed Consolidated Financial Statements included elsewhere in this prospectus.

The Businesses of Arxis

This prospectus includes the historical combined financial statements of the Arxis Businesses (the “Arxis Combined Financial Statements”, and together with the Arxis Condensed Consolidated Financial Statements, the "Arxis Financial Statements") as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). The Arxis Combined Financial Statements have been prepared to reflect the combination of Arcline Engineered Polymer Topco L.P. (“IPS”) and Hawkeye TopCo L.P. (“Quantic”) and, from and after the contribution of the equity interests of Arcline Engineered Polymer Topco L.P., Hawkeye TopCo L.P., Connector TopCo, L.P. (“Connector” or “Qnnect”) and Ovation TopCo, L.P. (“Ovation”) to a newly-formed limited partnership series-entity (the “Arxis Businesses Transaction”) that occurred on September 30, 2024, Connector and Ovation (collectively, the “Arxis Businesses” or the “Pre-IPO Entities”) using the financial statements of such Arxis Businesses as they were historically managed and operated. Because these periods predate the Reorganization, the Arxis Combined Financial Statements are not necessarily indicative of the consolidated financial position, results of operations and cash flows of Arxis, Inc. following the Reorganization and our initial public offering, or of what the financial position, results of operations and cash flows of the Arxis Businesses would have been had they been managed and operated as one consolidated entity during the periods presented. For additional information, see “Note 1. Organization and Nature of Operations” to the Arxis Combined Financial Statements included elsewhere in this prospectus. In accordance with Rule 405 of Regulation C, each of IPS, Quantic and Connector is a predecessor to Arxis, Inc.

Connector

This prospectus includes Connector’s historical consolidated financial statements for the period from January 1, 2024 through September 29, 2024 and for the year ended December 31, 2023 prepared in conformity with GAAP. In accordance with Rule 405 of Regulation C, Connector is a predecessor to Arxis, Inc.

Trademarks

We own various trademark registrations and applications, and unregistered trademarks. All other trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the®and™symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Market and Industry Data

This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings of public companies and internal company surveys. These sources include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.

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