United States securities and exchange commission logo
October 19, 2020
Jan Goetgeluk
Chief Executive Officer
Virtuix Holdings Inc.
1826 Kramer Lane, Suite H
Austin, TX 78758
Re: Virtuix Holdings
Inc.
Amendment No. 1 to
Offering Statement
on Form 1-A
Filed October 5,
2020
File No. 024-11309
Dear Mr. Goetgeluk:
We have reviewed your amended offering statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 25, 2020 letter.
Amendment No. 1 to the Offering Statement on Form 1-A
Cover Page
1. Please clarify, if
true, that the Series A-2 Preferred Stock is convertible into one share of
common stock unless the
conversion price is subsequently adjusted due to anti-dilution
provisions.
Jan Goetgeluk
FirstName LastNameJan Goetgeluk
Virtuix Holdings Inc.
Comapany
October 19,NameVirtuix
2020 Holdings Inc.
October
Page 2 19, 2020 Page 2
FirstName LastName
The Current Offering, page 8
2. Please disclose the number of each series of preferred stock
outstanding before and after
the offering. Include the shares of Series A-2 Preferred Stock that SI
Securities will
receive upon conversion of notes it received for placement agent
services provided to the
company in connection with a prior security offering. Also indicate
the number of shares
of each series of Preferred Stock into which your other outstanding
convertible notes are
convertible.
Other Terms, page 18
3. Please clarify whether all purchases will be made through the online
platform or whether
investors may purchase by other means. If investors may purchase other
than through the
platform, clarify whether the 2% transaction fee will still apply. If
not, please revise the
disclosure throughout the offering circular to make clear that
investors will be paying a
2% premium if they purchase through the online platform.
Plan of Distribution, page 18
4. Please disclose that, when an investor subscribes to purchase Series
A-2 Preferred
Stock, the investor will join as a party to the Investors Rights
Agreement, the Right of
First Refusal Agreement, and the Voting Agreement. Disclose the
material terms of these
agreements under "Securities to be Offered" and provide a
cross-reference to that
description.
5. Disclose the number of shares of Series A-2 Preferred Stock that SI
Securities will receive
upon conversion of the convertible notes.
Use of Proceeds to Issuer, page 20
6. You indicate that you may pre-pay 18% Notes with the net proceeds of
the offering.
Please describe the material terms of the notes. If the notes were
issued within one year
from the offering, describe the use of the proceeds from the notes.
Refer to Instruction 6
to Item 6 of the Offering Circular format of Form 1-A.
Trend Information, page 33
7. Your revised disclosure on page 33 refers to Q1 2020, Q2 2020, and Q3
2020. Please
revise to clarify if you are referring to the quarters in your fiscal
2021.
8. Please revise to disclose the Omni Arena revenues for the first and
third quarters of fiscal
2021.
Jan Goetgeluk
FirstName LastNameJan Goetgeluk
Virtuix Holdings Inc.
Comapany
October 19,NameVirtuix
2020 Holdings Inc.
October
Page 3 19, 2020 Page 3
FirstName LastName
Securities Being Offered, page 39
9. Please discuss the exclusive forum provisions in your certificate of
incorporation. Also
provide risk factor disclosure that discusses the risks to investors
of limiting the forums in
which to bring claims. With respect to the federal forum provision for
Securities Act
claims, address potential enforceability concerns in light of the fact
that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. Finally, state that investors cannot waive
compliance with the
federal securities laws and the rules and regulations thereunder.
Notes to Consolidated Financial Statements
Note 1. Nature of Operations, page 51
10. We note your response to prior comment 8. Please tell us whether
VML_ZH conducts any
operations in China through contractual arrangements with VIEs. If so,
please revise to
disclose the name of any VIEs, how you are able to consolidate the VIE
and any risks
related to consolidating a VIE.
Exhibits
11. Please revise the exclusive forum provisions in your subscription
agreements filed as
Exhibits 4.1 and 4.2 to state whether the provisions apply to actions
arising under
the Securities Act or Exchange Act.
12. Exhibits 1.1, and 1.2 are an amendment and a side letter to the
underwriting agreement
("Issuer Agreement") for the offering. Please also file the Issuer
Agreement. Similarly,
Exhibits 3.1 through 3.3 are amendments to the Amended and Restated
Investors Rights
Agreement, Amended and Restated Right of First Refusal Agreement and
Voting
Agreement. Please file the underlying agreements.
General
13. In the subscription agreement filed as Exhibit 4.2, an investor may
pay for the Series A-2
Preferred Stock through cancellation of non-convertible short-term
indebtedness held by
the investor. Disclose in the subscription agreement and throughout
the offering circular
whether you will consider the cancellation of debt in determining
whether the minimum
offering amount of $1.0 million has been met. Also revise your Use of
Proceeds
disclosure to take into account that you may not receive cash for the
Series A-2 Preferred
Stock.
Jan Goetgeluk
FirstName LastNameJan Goetgeluk
Virtuix Holdings Inc.
Comapany
October 19,NameVirtuix
2020 Holdings Inc.
October
Page 4 19, 2020 Page 4
FirstName LastName
You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587
or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions
regarding comments on
the financial statements and related matters. Please contact Michael C. Foland,
Attorney-
Advisor, at (202) 551-6711 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Andrew Stephenson