AIxCrypto Holdings, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on July 27, 2026

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

1990 E Grand Ave, El Segundo, CA 90245

(310) 853-1683

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

Jiawei Wang

Chief Executive Officer

1990 E Grand Ave, El Segundo, CA 90245

(310)853-1683

(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, 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, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities 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 state where the offer or sale is not permitted.

UP TO 55 MILLION SHARES OF COMMON STOCK

This prospectus relates to the offer and resale, from time to time, by Gold King Arthur Holding Limited, a Hong Kong limited liability company (the “Investor,” “GKA” or the “Selling Stockholder”), of up to 55,000,000 shares (the “VWAP Shares”) of common stock, par value $0.001 per share (“Common Stock”) of AIxCrypto Holdings, Inc. (the “Company,” “we,” “us” or “our”), in connection with the Common Shares Purchase Agreement that we entered into with the Investor on June 16, 2026 (the “Purchase Agreement”), pursuant to which we may issue and sell to the Investor shares of our Common Stock in one or more volume-weighted average price purchases (each, a “VWAP Purchase” and collectively, the “VWAP Purchases”) for an aggregate purchase price of up to $50,000,000 (the “Total Commitment”) during the period (the “Investment Period”) commencing on the effective date of the Registration Statement on Form S-1 (the “Initial Registration Statement”) to which this prospectus forms a part and expiring on the date the Purchase Agreement is terminated.

We will not receive any proceeds from the sale by the Selling Stockholder of its shares of Common Stock in the open market. However, we may receive up to $50,000,000 in aggregate gross proceeds upon the issuance of shares of Common Stock to the Investor under the Purchase Agreement, whereby the Company may issue up to approximately 55,000,000 VWAP Shares, based on the lowest daily dollar volume-weighted average price (“VWAP”) for the Common Stock as reported by Bloomberg on July 23, 2026, of $0.8041, with a 7% discount (and 3% Draw Fee retained by the Investor).

Our registration of the shares of Common Stock on behalf of the Selling Stockholder does not mean that we will issue shares to the Selling Stockholder or that the Selling Stockholder will offer or sell any shares of Common Stock. We cannot predict when, or in what amounts, we may elect to deliver notices directing the Investor to purchase Common Stock (each, a “VWAP Purchase Notice”) to the Investor, and accordingly cannot predict when or in what amounts the Selling Stockholder may sell shares of Common Stock pursuant to VWAP Purchases under the Purchase Agreement. Sales of shares of Common Stock by the Selling Stockholder may occur in open market transactions at prevailing market prices during the trading day on which a VWAP Purchase occurs (each, a “VWAP Purchase Date”). The Selling Stockholder will sell its shares of Common Stock through its broker-dealer, and retain a 3.0% Draw Fee, with the Company receiving the remaining 97% (the “Net Settlement Amount”). We provide more information about how the Selling Stockholder may sell or otherwise dispose of their shares of Common Stock in the section of this prospectus titled “Plan of Distribution.” The Selling Stockholder may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

The Selling Stockholder will pay all brokerage fees and commissions in connection with the offer and resale of the shares by the Selling Stockholder pursuant to this prospectus. We will pay the expenses (except for sales or brokerage commissions and fees and disbursements of counsel for, and other similar expenses of the Selling Stockholder) incurred in registering under the Securities Act the offer and resale of the shares included in this prospectus by the Selling Stockholder, including legal and accounting fees.

Pursuant to the Purchase Agreement, we may, at our sole discretion, at any time and from time to time during the Investment Period, subject to the satisfaction of the conditions set forth in the Purchase Agreement, deliver to the Investor a VWAP Purchase Notice directing the Investor to purchase Common Stock. Upon delivery of a VWAP Purchase Notice by us and acceptance by the Investor, the Investor shall effect sales of such Common Stock in the open market through its broker-dealer at prevailing market prices on the applicable VWAP Purchase Date. The Investor will then remit to us ninety-seven percent (97%) of the VWAP Purchase Amount, retaining three percent (3%) of such VWAP Purchase Amount as a Draw Fee (the “Draw Fee”). The Investor may not be issued shares resulting in it owning more than 9.99% of the total outstanding Common Stock at any given time (the “Beneficial Ownership Limitation”). The purchase price we receive per share (the “VWAP Purchase Price”) equals ninety-three percent (93%) of the lowest daily VWAP (as reported by Bloomberg through its “AQR” function) over the prior three (3) trading days (each, a “Trading Day”) including the VWAP Purchase Date for such VWAP Purchase.

The Company shall not issue or sell any Common Stock pursuant to the Purchase Agreement to the extent that after giving effect thereto, the aggregate number of Common Stock that would be issued pursuant to the Purchase Agreement would exceed 4,044,975 Common Stock (representing 19.99% of the voting power or number of Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement) (the “Exchange Cap”), unless the Company’s shareholders have approved (i) the issuance of Common Stock pursuant to the Purchase Agreement in excess of the Exchange Cap in accordance with Listing Rule 5635(d) of The Nasdaq Stock Market LLC, and (ii) if applicable, an amendment to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of Common Stock (the “Charter Amendment”), so that the Company has sufficient authorized and unreserved shares of Common Stock to reserve for issuance under the Purchase Agreement (collectively, the “Shareholder Approval”), and such Shareholder Approval has taken effect. As of the date of this prospectus, we have not obtained the Shareholder Approval, and this prospectus registers only the shares of Common Stock issuable under the Purchase Agreement up to the Exchange Cap. We intend to seek the Shareholder Approval by way of a written consent of stockholders holding a majority of our outstanding voting power in lieu of a special meeting, to be followed by the filing of a Preliminary Information Statement on Schedule 14C and a Definitive Information Statement on Schedule 14C (the “DEF 14C”) with the SEC and, if necessary, the filing of the Charter Amendment with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock. Until the Shareholder Approval has taken effect, we will not issue shares of Common Stock under the Purchase Agreement in excess of the Exchange Cap.

Our shares of Common Stock are trading on the Nasdaq Capital Market under the symbol “AIXC”. The closing price of our Common Stock on July 23, 2026 was $0.77 per share.

Sales of our Common Stock, if any, under this prospectus may be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement.

The sale of all or a portion of the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, the Selling Stockholder may still experience a positive rate of return due to the discount at which the VWAP Purchase Price is calculated and the Draw fee it retains.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading“Risk Factors”beginning on page 7 of this prospectus, in the documents which are incorporated by reference herein and under similar headings in any amendment or supplements to this prospectus.

Neither the Securities Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Table of Contents

i