UP TO 4,044,975 SHARES OF COMMON STOCK

 

 

AIxCrypto Holdings, Inc.

 

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 4,044,975 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. The number of shares registered for resale under this prospectus is limited to the number of shares of Common Stock issuable under the Purchase Agreement up to the Exchange Cap (as defined below). We may register additional shares of Common Stock for resale under the Purchase Agreement in a new registration statement following effectiveness of the Shareholder Approval (as defined below).

 

On August 18, 2026, the Company and the Investor entered into a First Amendment to the Purchase Agreement (the "Purchase Agreement Amendment"), which is filed as Exhibit 10.9 to this registration statement. The Purchase Agreement Amendment (i) deletes the first sentence of each of Sections 10.5 and 10.6 of the Purchase Agreement in their entirety, and (ii) amends and restates the definition of "Threshold Price" set forth in Annex I to the Purchase Agreement to provide that the Threshold Price for any VWAP Purchase shall be the greater of (a) 90% of the VWAP on the Trading Day immediately preceding the VWAP Purchase Date and (b) such higher price as may be set forth by the Company in the VWAP Purchase Notice, and to clarify that no minimum dollar price per share shall apply to the determination of the Threshold Price.