Virtuix Holdings Inc.

As filed with the U.S. Securities and Exchange Commission on May 11, 2026.

Registration No: 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Virtuix Holdings Inc.

(Exact name of registrant as specified in its charter)

**11500 Metric Blvd, Suite 430

Austin, TX 78758

(512) 947-9029

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

**Jan Goetgeluk

Chief Executive Officer

Virtuix Holdings Inc.

11500 Metric Blvd, Suite 430

Austin, TX 78758

(512) 947-9029

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

**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, please 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, 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, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

**PROSPECTUS

(Subject to Completion)

Dated May 11, 2026

VIRTUIX HOLDINGS INC.

25,307,961 Shares of Class A Common Stock

This prospectus relates to the offer and sale from time to time by the Selling Stockholders (as hereinafter defined), of up to an aggregate of 25,307,961 shares of Class A common stock, par value $0.001 per share (the “Class A common stock”), of Virtuix Holdings Inc., a Delaware corporation (the “Company,” “we,” “our,” “us,” or other similar pronouns), consisting of: (i) up to 25,000,000 shares of Class A common stock issuable to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”) (ii) 171,807 shares of Class A common stock issued to Maxim Partners LLC (“Maxim”) and (iii) 136, 154 shares issued to Venture Lending & Leasing VII, LLC, a Delaware limited liability company (“Venture,” and together with Streeterville and Maxim, the “Selling Stockholders”).

We may issue and sell to Streeterville shares of our Class A common stock in one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate purchase price of up to $50,000,000 pursuant to a Securities Purchase Agreement, entered into by us and Streeterville on August 25, 2025. Upon the terms and subject to the conditions of each Pre-Paid Purchase, following the funding of each Pre-Paid Purchase, Streeterville, in its sole discretion, has the right, but not the obligation, to purchase from us, and we will issue to Streeterville, shares of our Class A common stock in satisfaction of all or a portion of the outstanding balance of the Pre-Paid Purchases, but not exceeding the outstanding balance of the Pre-Paid Purchases (the “Purchase Shares”). Any purchase of the Purchase Shares registered for resale pursuant to the registration statement of which this prospectus is a part will reduce the outstanding balance of the Pre-Paid Purchases at a price per share that will fluctuate based on the trading price of our Class A common stock during the applicable measuring period. The number of shares of Class A common stock that may be issued to Streeterville is subject to certain conditions and limitations, including a limitation that Streeterville cannot beneficially own in excess of 9.99% of our outstanding shares of Class A common stock and a restriction that we cannot issue shares of Class A common stock to Streeterville in violation of Nasdaq Listing Rule 5635(d). On January 21, 2026, a written consent of the stockholders of the Company was executed, which waived the 19.99% exchange cap described in Nasdaq Listing Rule 5635(d). The number of shares of Class A common stock that may be acquired by Streeterville pursuant to the Securities Purchase Agreement is not currently known and is subject to satisfaction of certain conditions and other limitations, including the conditions and limitations described above.

The shares of Class A common stock were issued to Maxim pursuant to a letter agreement, entered into on May 21 2025 (the “Engagement Letter”), with Maxim under the terms of which Maxim provided us with financial advisory and investment banking services in connection with our direct listing on the Nasdaq Capital Market (“Nasdaq”).

In September 2014, we issued a warrant to Venture to purchase shares of the Company’s preferred stock (or Class A common stock into which such preferred stock is convertible) in connection with that certain Loan and Security Agreement dated September 5, 2014. This warrant automatically converted on December 31, 2024, pursuant to a cashless exercise formula, for 136,154 shares of Class A common stock at an exercise price of $0.9181 per share. The warrant was originally issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as a transaction not involving a public offering to an accredited investor.

We are not offering any shares of Class A common stock for sale under this prospectus and will not receive proceeds from the resale of shares by the Selling Stockholders. The Selling Stockholders or its pledgees, assignees or successors in interest may sell or otherwise dispose of the Class A common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Class A common stock covered by this prospectus in the section titled “Plan of Distribution” on page 96. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Class A common stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Class A common stock with the Securities and Exchange Commission (the “SEC”). The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of our Class A common stock may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

Our Class A common stock is listed on the Nasdaq Global Market (“Nasdaq”), under the symbol “VTIX.” On May 7, 2026, the last reported sale price of our Class A common stock on Nasdaq was $3.97 per share.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary-Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our Class A common stock involves a high degree of risk. See the “Risk Factors” section beginning on page 10 of this prospectus for the risks and uncertainties you should consider before investing in our Class A common stock.

Neither the Securities and Exchange Commission 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 May [●], 2026

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