United States securities and exchange commission logo
November 6, 2020
Jan Goetgeluk
Chief Executive Officer
Virtuix Holdings Inc.
1826 Kramer Lane, Suite H
Austin, TX 78758
Re: Virtuix Holdings
Inc.
Amendment No. 2 to
Offering Statement
on Form 1-A
Filed October 23,
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
October 19, 2020 letter.
Amendment No. 2 to the Offering Statement on Form 1-A
Cover Page
1. Please revise the cover
page to disclose the amount of the transaction fee that investors
will pay to SeedInvest
when they purchase the Series A-2 Preferred shares being offered
through the SeedInvest
online platform. Disclose how an investor can purchase shares
without paying the
transaction fee. Disclose the offering price per share of Securities A-2
Preferred Stock both
with and without the transaction fee. Confirm that the transaction
fee will be included in
the aggregate purchase price paid by an investor when calculating
the maximum amount
non-accredited investors may invest under Rule 251(d)(2)(i)(C).
Provide similar
disclosure in the Plan of Distribution section.
Jan Goetgeluk
Virtuix Holdings Inc.
November 6, 2020
Page 2
Dilution, page 15
2. We note from your disclosure on page 8 that certain subordinated
convertible promissory
notes will convert into the Series A-2 Preferred Stock if the company
raises $1,000,000 in
this offering prior to December 31, 2020. Please revise to clarify
whether this is an
automatic conversion, and if so, include the effects of conversion in
the table on page 16.
Plan of Distribution, page 18
3. In response to prior comment 3, you disclose that, [i]f a purchase is
made by means other
than the Online Platform, investors will not be charged the
non-refundable transaction fee
equal to 2% of the amount they invest. Please disclose specifically
how investors may
purchase shares by means other than the SeedInvest online platform.
4. We note that you disclose investor perks in connection with this
offering on the
company s website and the Virtuix page on SeedInvest s website.
Please disclose the
perks that investors may receive for purchasing shares in the offering,
Use of Proceeds to Issuer, page 20
5. Please disclose if there is a maximum amount of debt cancellation you
would accept for
shares in the offering.
Exhibits
6. Please disclose the transaction fee that investors will pay to
SeedInvest in the Exhibit 4.1
subscription agreement that will be used for purchases on the SeedInvest
platform.
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,
FirstName LastNameJan Goetgeluk
Division of
Corporation Finance
Comapany NameVirtuix Holdings Inc.
Office of
Technology
November 6, 2020 Page 2
cc: Andrew Stephenson
FirstName LastName