Virtuix Holdings Inc. has prepared this Form 1-A/A solely for
the purpose of filing Exhibit 13.4, which replaces the investor presentation previously included within Exhibit 13.1, and Exhibit
13.5
PART III
INDEX TO EXHIBITS
The documents listed
in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated below.
| 1.1 |
Amendment
to Issuer Agreement with SI Securities, LLC* |
| 1.2 |
Issuer
Agreement with SI Securities, LLC* |
| 1.2 |
Side
Letter* |
| 2.1 |
Certificate
of Amendment to the Fourth Amended and Restated Certificate of Incorporation* |
| 2.2 |
Fourth
Amended and Restated Certificate of Incorporation* |
| 2.3 |
Bylaws* |
| 2.4 |
Restated
Bylaws* |
| 3.1 |
Amendment
No. 1 to the Amended and Restated Investors’ Rights Agreement* |
| 3.2 |
Amended
and Restated Investors’ Rights Agreement* |
| 3.3 |
Amendment
No. 1 to the Amended and Restated Right of First Refusal Agreement* |
| 3.4 |
Amended
and Restated Right of First Refusal Agreement* |
| 3.5 |
Amended
and Restated Voting Agreement* |
| 3.6 |
Voting
Agreement* |
| 3.7 |
Amended
Adoption Agreement* |
| 4.1 |
Form
of Subscription Agreement (SeedInvest)* |
| 4.2 |
Form
of Subscription Agreement (Direct)* |
| 6.1 |
Form
of 2018 Subordinated Convertible Promissory Note* |
| 6.2 |
Note
Purchase Agreement dated May 1, 2018* |
| 6.3 |
First
Amendment to Note Purchase Agreement dated June 28, 2018* |
| 6.4 |
2020
Convertible Promissory Note Purchase Agreement dated April 16, 2020* |
| 6.5 |
Note
Purchase Agreement dated May 31, 2019* |
| 6.6 |
2020
Note Purchase Agreement dated February 21, 2020* |
| 6.7 |
Amendment
to the 2020 Note Purchase Agreement and Subordinated Convertible Promissory Notes* |
| 6.8 |
Form
of 2019 Subordinated Promissory Note* |
| 6.9 |
Form
of 2020 Subordinated Promissory Note* |
| 6.10 |
Amendment
to the Subordinated Convertible Promissory Notes* |
| 6.11 |
Lease
Agreement dated June 25, 2015* |
| 6.12 |
Loan
and Security Agreement dated November 12, 2018* |
| 6.13 |
Supplement
to the Loan and Security Agreement dated* |
| 6.14 |
PPP
Loan from the Bank of Houston dated April 13, 2020* |
| 8.1 |
Escrow
Agreement* |
| 11.1 |
Auditor’s
Consent* |
| 12.1 |
Opinion
of CrowdCheck Law, LLP* |
| 13.1 |
Testing
the waters materials* |
| 13.2 |
Additional testing the waters materials* |
| 13.3 |
Additional testing the waters
materials* |
| 13.4 |
Updated presentation to prospective investors |
| 13.5 |
Additional testing the waters materials |
*Previously filed
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A/A and has duly
caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin,
State of Texas, on December 9, 2020.
Virtuix Holdings Inc.
| By |
/s/ Jan Goetgeluk |
|
| |
|
|
| |
Jan Goetgeluk, Chief Executive Officer of |
|
| |
Virtuix Holdings Inc.
|
|
This Offering Statement has been signed by the following persons
in the capacities and on the dates indicated.
| /s/ Jan Goetgeluk |
|
| Jan Goetgeluk, Chief Executive Officer and Director |
|
| Date: December 9, 2020 |
|
| |
|
| /s/ David Robert Malcolm Allan |
|
| David Robert Malcolm Allan, President, COO and Director |
|
| Date: December 9, 2020 |
|
| |
|
| /s/ Jan Goetgeluk |
|
| Jan Goetgeluk, Chief Financial Officer |
|
| Date: December 9, 2020 |
|
| |
|
| /s/ Michael Bradley McGovern |
|
| Michael Bradley McGovern, Director |
|
| Date: December 9, 2020 |
|
