SecProbe.io

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 filename1.htm

 May 11, 2026

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Jan Woo

 Re: Virtuix Holdings Inc.

 Registration Statement on Form S-1

 Filed May 11, 2026 (File No. 333-295753)

 Dear Ms. Woo,

 In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement, so that it will become effective on May 13, 2026, at 5:00 p.m.,
Eastern Time, or as soon as thereafter as practicable, or at such later time as Virtuix Holdings Inc. (the " Company ")
or its counsel may request via telephone call to the Staff. Please contact Michael Blankenship of Winston & Strawn LLP, counsel to
the Company, at (713) 651-2678 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 Sincerely yours,

 Virtuix Holdings Inc.

 By:
 /s/ Jan Goetgeluk

 Name:
 Jan Goetgeluk

 Title:
 Chief Executive Officer

 cc: Michael Blankenship

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 18, 2026

Jan Goetgeluk
Chief Executive Officer
Virtuix Holdings Inc.
11500 Metric Blvd, Suite 430
Austin, TX 78758

 Re: Virtuix Holdings Inc.
 Draft Registration Statement on Form S-1
 Submitted February 11, 2026
 CIK No. 0001606242
Dear Jan Goetgeluk:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Jan Woo at 202-551-3453 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Michael Blankenship
</TEXT>
</DOCUMENT>

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Mr. Larry Spirgel

Office Chief

Office of Technology

Division of Corporation Finance

US Securities and Exchange Commission

Washington, D.C. 20549

December 14, 2020

    Re:
    Virtuix Holdings Inc.

    Amended Offering Statement on Form 1-A

    Filed December 10, 2020

    File No. 024-11309

Dear Mr. Spirgel:

On behalf of Virtuix Holdings Inc., I hereby
request qualification of the above-referenced offering statement at 4:00pm, Eastern Time, on Wednesday, December 16, 2020, or as
soon thereafter as is practicable.

    Sincerely,

    /s/ Jan Goetgeluk

    Jan Goetgeluk

    Chief Executive Officer

    Virtuix Holdings Inc.

cc: Andrew Stephenson

CrowdCheck Law LLP

United States securities and exchange commission logo
December 9, 2020
Jan Goetgeluk
Chief Executive Officer
Virtuix Holdings Inc.
1826 Kramer Lane, Suite H
Austin, TX 78758
Re:Virtuix Holdings Inc.
Amendment No. 4 to
Offering Statement on Form 1-A
Filed November 27, 2020
File No. 024-11309
Dear Mr. Goetgeluk:
            We have reviewed your amended offering statement and have the following
comment.  In our comment, 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 comment applies 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 this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 25, 2020 letter.
Amendment No. 4 to Form 1-A
General
1.We note on the powerpoint presentation on the SeedInvest website that your gross margin
for the year ended March 31, 2020 was approximately 50%; however, your gross margin
is disclosed in your offering memorandum as approximately 23%.  Please advise or revise.

            You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587 or Christine

 FirstName LastNameJan Goetgeluk
 Comapany NameVirtuix Holdings Inc.
 December 9, 2020 Page 2
 FirstName LastName
Jan Goetgeluk
Virtuix Holdings Inc.
December 9, 2020
Page 2
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 Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

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Mr. Larry Spirgel

Office Chief

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

Washington, D.C. 20549

Attn: Michael Foland

December 9, 2020

    Re:

        Virtuix Holdings Inc.

        Amendment No. 4 to

        Offering Statement on Form 1-A

        Filed November 27, 2020

        File No. 024-11309

Dear Mr. Spirgel,

Thank you for your comments dated December 9, 2020 regarding
the Offering Statement of Virtuix Holdings Inc. (the “Company”). We appreciate the opportunity to respond to your comments,
which we have set out below together with the Company’s responses.

Amendment No. 4 to Offering Statement on Form 1-A

General

 1. We note on the powerpoint presentation on the SeedInvest website that your gross margin for the year ended March 31, 2020 was
approximately 50%; however, your gross margin is disclosed in your offering memorandum as approximately 23%. Please advise or revise.

The Company notes that the gross margin referred
to in the powerpoint presentation is for each Omni Arena sale, rather than the total gross profits of the Company. To ensure there
is no confusion, the Company has removed the statement from the powerpoint, which has also been replaced on the SeedInvest website
on December 9, 2020. The Company has prepared an exhibits only filing with the updated powerpoint presentation being made available
to prospective investors, along with addition testing the waters materials used by the Company and SeedInvest.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of the Company. The Company would appreciate a prompt review of its filed amendment to its Offering Statement.
If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

Sincerely,

/s/ Andrew Stephenson

Andrew Stephenson

Partner

CrowdCheck Law, LLP

cc: Jan Goegeluk

Chief Executive Virtuix Holdings Inc.

1826 Kramer Lane, Suite H

Austin, TX 78758

CORRESP
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Mr. Larry Spirgel

Office Chief

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

Washington, D.C. 20549

Attn: Michael Foland

November 25, 2020

    Re:

        Virtuix Holdings Inc.

        Amendment No. 3

        Offering Statement on Form 1-A

        Filed November 12, 2020

        File No. 024-11309

Dear Mr. Spirgel,

Thank you for your comments dated November 25, 2020 regarding
the Offering Statement of Virtuix Holdings Inc. (the “Company”). We appreciate the opportunity to respond to your comments,
which we have set out below together with the Company’s responses.

Amendment No. 3 to Offering Statement on Form 1-A

Plan of Distribution and Selling Securityholders

Direct Investment – Plan of Distribution, page 18

 1. Please disclose by what means the investor can execute and deliver the signature page of the
subscription agreement to the company.

The Company has amended its Plan of Distribution
to reflect that the signature page of the subscription agreement for direct investments must be digitally signed and returned via
email.

Exhibits

 2. Please revise the subscription agreement for a direct investment, filed as Exhibit 4.2, so that
it reflects the procedures for purchasing directly from the company. For example, the subscription procedures appear to contemplate
making the investment through the SeedInvest platform. There is also no signature page to the subscription agreement.

The Form of Subscription Agreement included as
an exhibit has been amended to include the direct investment instructions and signature page. These instructions include that the
Company must reach the minimum investment target as a condition of receiving the direct investment, to submit funds through ACH
or wire transfer, and to provide a digitally signed signature page via email.

General

 3. Please clarify throughout the offering circular that only investments made by investors through
SeedInvest will count toward the minimum required investment amount. Disclose how the company will treat direct investments received
before the minimum investment amount is reached, including whether investors who directly invest before the minimum amount is reached
will be entitled to the early bird bonus as part of the perks. Also disclose how the company will inform investors that the minimum
amount has been reached.

The Company has amended its disclosure to add
additional instances on the cover page and in the Plan of Distribution that only subscriptions received through SeedInvest will
count towards the minimum investment. Additionally, the Company has added disclosure about how reaching the minimum target is a
condition for accepting direct investments, which would preclude availability of the early bird bonus until the minimum target
has been reached. Notice about the minimum target will be posted to the Company’s offering page on SeedInvest.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of the Company. The Company would appreciate a prompt review of its filed amendment to its Offering Statement.
If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

Sincerely,

/s/ Andrew Stephenson

Andrew Stephenson

Partner

CrowdCheck Law, LLP

cc: Jan Goegeluk

Chief Executive Virtuix Holdings Inc.

1826 Kramer Lane, Suite H

Austin, TX 78758

United States securities and exchange commission logo
November 25, 2020
Jan Goetgeluk
Chief Executive Officer
Virtuix Holdings Inc.
1826 Kramer Lane, Suite H
Austin, TX 78758
Re:Virtuix Holdings Inc.
Amendment No. 3 to
Offering Statement on Form 1-A
Filed November 12, 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 November 6, 2020 letter.
Amendment No. 3 to Offering Statement on Form 1-A
Plan of Distribution and Selling Securityholders
Direct Investment – Plan of Distribution, page 18
1.Please disclose by what means the investor can execute and deliver the signature page of
the subscription agreement to the company.

 FirstName LastNameJan Goetgeluk
 Comapany NameVirtuix Holdings Inc.
 November 25, 2020 Page 2
 FirstName LastName
Jan Goetgeluk
Virtuix Holdings Inc.
November 25, 2020
Page 2
Exhibits
2.Please revise the subscription agreement for a direct investment, filed as Exhibit 4.2, so
that it reflects the procedures for purchasing directly from the company.  For example, the
subscription procedures appear to contemplate making the investment through the
SeedInvest platform. There is also no signature page to the subscription agreement.
General
3.Please clarify throughout the offering circular that only investments made by investors
through SeedInvest will count toward the minimum required investment amount.
Disclose how the company will treat direct investments received before the minimum
investment amount is reached, including whether investors who directly invest before the
minimum amount is reached will be entitled to the early bird bonus as part of the perks.
Also disclose how the company will inform investors that the minimum amount has been
reached.
            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

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Mr. Larry Spirgel

Office Chief

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

Washington, D.C. 20549

Attn: Michael Foland

November 10, 2020

    Re:

        Virtuix Holdings Inc.

        Offering Statement on Form 1-A

        Response dated November 6, 2020

        File No. 024-11309

Dear Mr. Spirgel,

Thank you for your comments dated November 6, 2020 regarding
the Offering Statement of Virtuix Holdings Inc. (the “Company”). The Company appreciates the opportunity to respond
to your comments, which it has set out below together with its responses.

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.

The Company has revised the disclosure on the cover
page to: (i) 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, (ii) disclose how an investor can purchase shares without
paying the transaction fee, (iii) disclose the offering price per share of Securities A-2 Preferred Stock both with and without
the transaction fee and (iv) confirmed 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). Further, the Company has revised
disclosure in the Plan of Distribution section to reflect the updates that were made to the cover page.

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.

The Company has revised disclosure in the table
on page 16 to show the effects of the conversion of certain subordinated promissory notes.

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.

The disclosure has been updated on page
18, under the heading “Direct Investment – Plan of Distribution”

to disclose how investors may purchase shares by
other 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.

The Company has included a Perks section on page
18 of the Offering Statement, disclosing 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.

The Company has updated page 20 the Use of Proceeds
to Issuer, to state the Company has not set a maximum amount of debt cancellation that it would accept as payment for shares of
the Series A-2 Preferred Stock.

Exhibits

 6. Please disclose the transaction fee that investors will pay to SeedInvest in the Exhibit 4.1.

The Company has revised Exhibit 4.1, Section 1(b),
to include the transaction fee that investors will pay to SeedInvest.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of the Company. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

Sincerely,

/s/ Andrew Stephenson

Andrew Stephenson

Partner

CrowdCheck Law, LLP

cc: Jan Goegeluk

Chief Executive Virtuix Holdings Inc.

1826 Kramer Lane, Suite H

Austin, TX 78758

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.

 FirstName LastNameJan Goetgeluk
 Comapany NameVirtuix Holdings Inc.
 November 6, 2020 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Technology
cc:       Andrew Stephenson

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Mr. Larry Spirgel

Office Chief

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

Washington, D.C. 20549

Attn: Michael Foland

October 23, 2020

    Re:

        Virtuix Holdings Inc.

        Offering Statement on Form 1-A

        Response dated October 19, 2020

        File No. 024-11309

Dear Mr. Spirgel,

Thank you for your comments dated October 19, 2020 regarding
the Offering Statement of Virtuix Holdings Inc. (the “Company”). The Company appreciates the opportunity to respond
to your comments, which it has set out below together with its responses.

Amendment 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.

The Company has revised the disclosure on the cover
page to clarify that the Series A-2 Preferred Stock is convertible into one share of common stock unless adjusted pursuant to anti-dilution
provisions.

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.

The Company has revised the disclosure on page
8 as requested to identify the shares of Series A-2 Preferred Stock receivable by SI Securities. In addition, the company has included
disclosure indicating the number of shares of each series of Preferred Stock into which 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.

The Company has revised the disclosure on page
18 to clarify that the 2% transaction fee will not apply to offline transactions.

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.

The Company has revised the disclosure on page
18 as requested, added disclosure under “Securities to be Offered” and provided a cross-reference to that description.
In addition, the Company has amended its disclosure in its risk factors to specify which agreements investors will become party
to as result of subscribing to the offering.

 5. Disclose the number of shares of Series A-2 Preferred Stock that SI Securities will receive upon conversion of the convertible
notes.

The Company has revised the disclosure on page
18 to reflect the amount 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.

The Company has revised the disclosure on page
20 to describe the material terms of the notes and the uses of the proceeds from the sale of the notes.

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.

The Company has revised disclosure on page 33 to
clarify the referenced time periods for investors.

 8. Please revise to disclose the Omni Arena revenues for the first and third quarters of fiscal 2021.

The Company has revised disclosure on page 33 to
clarify the referenced time periods.

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.

The company has revised disclosure to include a risk
factor titled “The company’s Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation,
provides that, unless the company consents in writing to the selection of an alternative forum, the Court of Chancery of the
State of Delaware will be the sole and exclusive forum for substantially all disputes between the company and its stockholders,
which could limit the stockholders' ability to obtain a favorable judicial forum for disputes with the company or its directors,
officers, or employees.” In addition, the company has included disclosure on page 41 under the heading “Choice
of Forum” to address the aforementioned questions.

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.

VML_ZH does not conduct any operations in China
through contractual arrangements with VIEs.

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.

The company has revised the exclusive forum provision
in the subscription agreements filed Exhibit 4.1 and 4.2 to state that the provisions do not 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.

The Company has filed the additional documents
as exhibits to the Offering Statement.

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.

The Company has revised disclosure in the subscription
agreements filed as Exhibit 4.1 and 4.2, use of proceeds and throughout the document noting that the company will not consider
cancellation of debt in determining whether the minimum offering amount has been met. In addition, the use of proceeds has been
updated to account for the possibility of receiving a lessor amount of proceeds than expected due to cancellation of debt.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of the Company. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

Sincerely,

/s/ Andrew Stephenson

Andrew Stephenson

Partner

CrowdCheck Law, LLP

cc: Jan Goegeluk

Chief Executive Virtuix Holdings Inc.

1826 Kramer Lane, Suite H

Austin, TX 78758

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.

 FirstName LastNameJan Goetgeluk
 Comapany NameVirtuix Holdings Inc.
 October 19, 2020 Page 2
 FirstName LastName
Jan Goetgeluk
Virtuix Holdings Inc.
October 19, 2020
Page 2
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.

 FirstName LastNameJan Goetgeluk
 Comapany NameVirtuix Holdings Inc.
 October 19, 2020 Page 3
 FirstName LastName
Jan Goetgeluk
Virtuix Holdings Inc.
October 19, 2020
Page 3
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.

 FirstName LastNameJan Goetgeluk
 Comapany NameVirtuix Holdings Inc.
 October 19, 2020 Page 4
 FirstName LastName
Jan Goetgeluk
Virtuix Holdings Inc.
October 19, 2020
Page 4
            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

CORRESP
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Mr. Larry Spirgel

Office Chief

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

Washington, D.C. 20549

Attn: Michael Foland

October 2, 2020

    Re:

        Virtuix Holdings Inc.

        Offering Statement on Form 1-A

        Response dated September 25, 2020

        File No. 024-11309

Dear Mr. Spirgel,

Thank you for your comments dated September 25, 2020 regarding
the Offering Statement of Virtuix Holdings Inc. (the “Company”). The Company appreciates the opportunity to respond
to your comments, which it has set out below together with its responses.

Offering Statement on Form 1-A

Cover Page

 1. Disclose the date by which you must receive the minimum offering amount. Disclose that, if the minimum offering amount has
not been received by that time, you will promptly return all money from received from potential investors.

The Company has revised the disclosure on the cover
page to include the date by which it must receive the minimum offering amount and included a statement that it will promptly return
all money received from potential investors if the minimum offering amount is not met.

Other Terms, page 18

 2. You disclose on the offering circular cover page that investors will pay a processing fee directly to SeedInvest. You disclose
on page 18 that SI Securities, LLC will charge investors a non-refundable transaction fee equal to 2% of the amount invested up
to $300. Please clarify whether these are two separate fees that investors must pay to purchase securities in the offering or if
they are the same fee. Discuss the reasons for the fees.

The Company has revised the disclosure on the cover
page to clarify the fee. In addition, the Company has updated page 18 to define and give more details regarding the 2% fee.

The Company’s Business Competition, page 27

 3. You disclose that KATVR and Cyberith's products "are deemed to infringe on several of Virtuix's patents." Disclose
whether this is your belief and if you have taken any legal action to enforce your intellectual property rights.

The Company has revised the disclosure on page
27 to clarify its belief regarding potential patent infringement.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Capital Resources, page 32

 4. Please revise to disclose the minimum period of time that you will be able to conduct planned operations using only currently
available capital resources without regard to the proceeds you expect to receive from the offering. We refer you to FRC 501.03(a)
and Section IV of SEC Release 33-8350 for additional guidance.

The Company has revised the disclosure on page
32 to reflect the minimum period of time that it can conduct planned operations using only the currently available capital resources.

Trend Information, page 33

 5. Please revise to discuss how the COVID-19 pandemic has impacted the trends in revenue from the products and services currently
available to customers (e.g., Omni Pro and Omni Arena). Also, please quantify the impact COVID-19 has had on sales subsequent to
March 31, 2020, if material.

The Company has revised the disclosure on page
33 to discuss and quantify how the COVID-19 pandemic has impacted trends in revenue from the products and services currently available
to customers.

 6. Please explain how parents being increasingly alarmed about their kids' screen-time habits is a consumer trend in the company's
favor that will contribute to a successful Omni One launch.

The Company has revised the disclosure on page
33 to explain how parents being increasingly alarmed about their kids' screen-time habits is a consumer trend in the company's
favor that will contribute to a successful Omni One launch.

Notes to Consolidated Financial Statements Note 17. Restatement
of Financial Results, page 66

 7. Please revise to describe the nature of each of the material errors and how they were identified. Also, tell us whether these
errors resulted in a material weakness in your internal controls over financial reporting and if so what consideration was given
to disclosing this in a risk factor.

The Company has revised the disclosure and included
a description of the nature of each material error and how it was identified and added a risk factor titled “The company
discovered a material weakness in its internal controls over financial reporting, and has since undertaken a restatement of its
financial statements for the year ended March 31,2019, which have not been widely distributed.”

General

 8. We note that your subsidiary VML_ZH is a wholly foreign-owned enterprise in China that sells the company’s products to
customers in Asia. Please revise to discuss the implications of having operations in China. You should address the risks, the legal
and regulatory environment, and any restrictions on the movement of cash. You should also disclose how you are accounting for the
entity in China and whether it is a variable interest entity (“VIE”). If it is a VIE, please disclose how you are able
to consolidate the VIE and any risks related to consolidating a VIE.

The Company has revised the disclosure on page
28 and added a section titled “Risks and Uncertainties with Operations in China.” This section details risks the company
faces with regards to having operations in China, legal and regulatory environment in China and restrictions on movement of cash
from VML_ZH.

Further, the Company states in the Consolidated
Financial Statements Note 1 that VML_ZH is accounted for as a wholly-owned subsidiary due to its direct 100% ownership by VML,
and in turn, Virtuix Holdings.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of the Company. If you have additional questions or comments, please contact me at andrew@crowdchecklaw.com.

Sincerely,

/s/ Andrew Stephenson

Andrew Stephenson

Partner

CrowdCheck Law, LLP

cc: Jan Goegeluk

Chief Executive Virtuix Holdings Inc.

1826 Kramer Lane, Suite H

Austin, TX 78758

United States securities and exchange commission logo
September 25, 2020
Jan Goetgeluk
Chief Executive Officer
Virtuix Holdings Inc.
1826 Kramer Lane, Suite H
Austin, TX 78758
Re:Virtuix Holdings Inc.
Offering Statement on Form 1-A
Filed August 31, 2020
File No. 024-11309
Dear Mr. Goetgeluk:
            We have reviewed your 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.
Offering Statement on Form 1-A
Cover Page
1.Disclose the date by which you must receive the minimum offering amount.  Disclose
that, if the minimum offering amount has not been received by that time, you will
promptly return all money from received from potential investors.
Other Terms, page 18
2.You disclose on the offering circular cover page that investors will pay a processing fee
directly to SeedInvest.  You disclose on page 18 that SI Securities, LLC will charge
investors a non-refundable transaction fee equal to 2% of the amount invested up to $300.
Please clarify whether these are two separate fees that investors must pay to purchase
securities in the offering or if they are the same fee. Discuss the reasons for the fees.

 FirstName LastNameJan Goetgeluk
 Comapany NameVirtuix Holdings Inc.
 September 25, 2020 Page 2
 FirstName LastName
Jan Goetgeluk
Virtuix Holdings Inc.
September 25, 2020
Page 2
The Company's Business
Competition, page 27
3.You disclose that KATVR and Cyberith's products "are deemed to infringe on several of
Virtuix's patents."  Disclose whether this is your belief and if you have taken any legal
action to enforce your intellectual property rights.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 32
4.Please revise to disclose the minimum period of time that you will be able to conduct
planned operations using only currently available capital resources without regard to the
proceeds you expect to receive from the offering. We refer you to FRC 501.03(a) and
Section IV of SEC Release 33-8350 for additional guidance.
Trend Information, page 33
5.Please revise to discuss how the COVID-19 pandemic has impacted the trends in revenue
from the products and services currently available to customers (e.g., Omni Pro and Omni
Arena).  Also, please quantify the impact COVID-19 has had on sales subsequent to
March 31, 2020, if material.
6.Please explain how parents being increasingly alarmed about their kids' screen-time habits
is a consumer trend in the company's favor that will contribute to a successful Omni One
launch.
Notes to Consolidated Financial Statements
Note 17. Restatement of Financial Results, page 66
7.Please revise to describe the nature of each of the material errors and how they were
identified.  Also, tell us whether these errors resulted in a material weakness in your
internal controls over financial reporting and if so what consideration was given to
disclosing this in a risk factor.
General
8.We note that your subsidiary VML_ZH is a wholly foreign-owned enterprise in China that
sells the company’s products to customers in Asia.  Please revise to discuss the
implications of having operations in China.  You should address the risks, the legal and
regulatory environment, and any restrictions on the movement of cash.  You should also
disclose how you are accounting for the entity in China and whether it is a variable
interest entity (“VIE”).  If it is a VIE, please disclose how you are able to consolidate the
VIE and any risks related to consolidating a VIE.

 FirstName LastNameJan Goetgeluk
 Comapany NameVirtuix Holdings Inc.
 September 25, 2020 Page 3
 FirstName LastName
Jan Goetgeluk
Virtuix Holdings Inc.
September 25, 2020
Page 3
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            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 Foland, Staff Attorney, 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

CORRESP
1
filename1.htm

Virtuix Qualification Letter

Mr. Mark P. Shuman

Branch Chief
 - Legal

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Virtuix Holdings Inc.

Offering Statement on Form 1-A

File No. 367-00013

March 21, 2016

Dear Mr. Shuman:

On behalf of Virtuix Holdings Inc. (the “Company”), I hereby request qualification of the above-referenced offering statement at 2 p.m., Eastern Time, on March 22, 2016, or as soon thereafter as is practicable.

In making this request, the Company acknowledges that:

 ·

 Should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing;

 ·

 The action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its full responsibility from the adequacy and accuracy of the disclosure in the filing; and

 ·

 The Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Jan Goetgeluk

Jan Goetgeluk

Chief Executive Officer and President

Virtuix Holdings Inc.

Mail Stop 4561
January 15, 2016

Jan Goetgeluk
Chief Executive Officer
Virtuix Holdings Inc.
1826 Kramer Lane, Suite H
Austin, TX 78758

Re: Virtuix Holdings Inc.
Amendment No. 2 to Draft Offering Statement on Form 1 -A
Submitted December 22, 2015
CIK No. 0001606242
Offering Statement on Form 1 -A
Filed January 4, 2016
Amendment No. 1 to Offering Statement on Form 1 -A
Filed January 4, 2016
  File No. 024 -10511

Dear Mr. Goetgeluk:

We have reviewed your amended offering statements 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 st atements 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 statements 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 December 8, 2015 letter.

General

1. We note that on December 23, 20 15 you submitted supporting materials on EDGAR in
response to prior comment 3.  Please confirm that these will be publicly filed no less than 21
calendar days prior to requesting qualification.

Jan Goetgeluk
Virtuix Holdings Inc.
 January 15, 2016
Page 2

 Consolidated Financial Statements as of September 30, 2015 a nd March 31, 2015 and for the Six
Months Ended September 30, 2015 and 2014

Note 12. Going Concern

2. Your disclosure on page 23 indicates that with currently available resources, you can only
continue operations until March of 2016, which is six months subs equent to the date of your
interim financial statements.   Please address the following:
 Clarify specifically what you mean by the disclosure that you will “continue to realize
substantial cash flows from pre -sales until the product is through production and ready for
market.”  In this regard, it appears that cash flows from deferred revenues have been
declining and comprised only 11% of operating cash flows at September 30, 2015.  Please
also tell us, in detail; how you determined that these pre -sales wer e probable of occurring
within the next 12 months.
 Clarify what you mean by your disclosure that you anticipate “significant revenues from the
primary product once it is brought to market” in light of the anticipated production schedule
disclosed on page 22 and the volume of pre -orders you have received.  Please also tell us, in
detail, the factors considered when concluding that the generation of these revenues was
probable within the next 12 months.
 Please tell us, in detail, the factors considered when  determining that it is probable that you
will be able to raise capital from existing shareholders and 3rd parties in light of the fact that
you have not disclosed any firm commitments for additional capital contributions in
response to our prior comment 6 .
Refer to ASC 205 -40-50-8 through 10 and ASC 205 -40-55-3.

You may contact Rebekah Lindsey, Staff Accountant, at (202) 551 -3303 or Kathleen Collins,
Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments on the
financial stat ements and related matters.  Please contact Gabriel Eckstein, Staff Attorney, at (202) 551 -
3286 or me at 202 -551-3462 with any other questions.  If you required further assistance, you may
contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief —Legal
Office of Information
        Technologies and Services

cc: Andrew Stephenson, Esq.
 KHLK LLP

Mail Stop 4561
December 8, 2015

Jan Goetgeluk
Chief Executive Officer
Virtuix Holdings Inc.
1826 Kramer Lane, Suite H
Austin, TX 78758

Re: Virtuix Holdings Inc.
Offering Statement on Form 1 -A
Filed September 17, 2015
  File No. 367 -00013

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.  Unless otherwise noted, references in this letter to prior comments
refer to our letter dated October 14, 2015.

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.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information Regulation A under the
Securities Act requires.   Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Part II —Information Required in Offering Circular

Offering Cir cular Summary

Cover Page

1. Please clarify your revision in response to prior comment 12 to disclose the conversion
rate of the Series A Preferred Stock that you are registering.

Jan Goetgeluk
Virtuix Holdings Inc.
 December 8 , 2015
Page 2

 The Company, page 1

2. Consistent with your disclosure on page 13, please state  that you have not delivered any
products to consumers and that you do not intend to begin production until the fourth
quarter of 2015.

3. We note the added disclosure in the forepart of your circular.  Please provide us with
support for your statement that you are a pioneer in the rebirth of virtual reality.  In
addition, provide us support for the statements:
 On page 1 that you are a leader in the emerging Active VR space despite production
not scheduled to begin until the fourth quarter of 2015;
 On page 1 that your Omni product is the first virtual reality interface for moving
freely in 360 degrees in VR games or applications;
 On page 2 that the top -selling gaming franchises have sold more than 500 million
copies and that more than 100 million people have p layed a Call of Duty game.
 On page 2 that you are a global leader in locomotion design for VR games and
applications;
 On page 2 that Omni  will be the first -to-market omni -directional treadmill that
enables natural navigation in VR;
 On page 4 that Omni is r eceiving great interest from several commercial markets;
 On page 4 that your 31 -person team is the world’s leading expert on designing and
building locomotion products for virtual reality;
 On page 4 that you are leading the competition;
 On page 4 that Omni  is the first -of-its-kind platform for Active VR at a price point
and physical size that has not been met by any other competing device; and
 On page 13 that you have completed the largest donation / reward crowd funding
campaign and have sold the most unit s through pre -orders.

Overview, page 2

4. Regarding the industry data that you include in your offering circular by Piper Jaffray,
Gartner, Kzero, and Business Insider, please disclose the publication date of all sources
you cite and provide us with supplem ental copies of all the cited information, including
PC Gamer.  Please mark the copies appropriately to designate the portion you rely upon
and cross -reference them to the statements in the prospectus.  Also tell us whether any of
the data was prepared for  you or for the offering.

Risk Factors, page 6

Investor will be subject to the terms…, page 8

5. Regarding prior comment 2, we note that section 4(b) of the Subscription Agreement
continues to state that the subscriber represents and warrants that it “has read the Offering
Circular filed with the SEC, including the section titled ‘Risk Factors’.”  It is unclear why

Jan Goetgeluk
Virtuix Holdings Inc.
 December 8 , 2015
Page 3

 such a re presentat ion and warranty is appropriate .  Please remove this language  or advise .

Liquidity and Capital Resources, page 22

6. We note your response to  prior com ment 8 and your revised disclosures on page 23.   We
further note that your operating cash outflows for the s ix month period ended September
30, 2015 appear to be on track to exceed the anticipated available cash balance at year
end March 31, 2016 .  Further, your operations appear to have been  primarily  funded by
the issuance of promissory notes, preferred stock or long term notes payable.   We also
note that at September 30, 2015, your current liabilities exceed your availab le cash
balance.  As such, p lease revise your disclosure to describe  the currently available capital
resources you plan to utilize to fund operations through the end of June 2016 , such as
available lines of credit or firm commitments for additional capital .

Consolidated Financial Statements

Consolidated Financial Statements as of September 30, 2015 and March 31, 2015 and for the Six
Months Ended September 30, 2015 and 2014

Independent Accountants’ Compilation Report

7. The association of Seitz, DeMarco & M cGovern, PLLC with your financial statements
provides no basis for their reliance as they have not performed a review or audit of your
financial statements.  Thus, please remove this compilation report from your filing, and
delete any references to  it in in your financial statements.   Please also remove the related
consent.

Index to Exhibits, page 35

8. You describe exhibits 3.1 and 3.2 as amended and restated.  The exhibits, however, only
include amendments.  Please file complete agreements and confirm th at the agreements
are described in the Offering Circular.

EX1A -11 Consent

9. Please provide an updated consent from your auditor that is within 30 days of the filing
date.

You may contact Rebekah Lindsey, Staff Accountant, at (202) 551 -3303 or Kathleen
Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Gabriel Eckstein, Staff Attorney,
at (202) 551 -3286 or me at 202 -551-3462 with any other questions.   If you required further
assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Jan Goetgeluk
Virtuix Holdings Inc.
 December 8 , 2015
Page 4

Sincerely,

 /Mark  P Shuman

Mark P. Shuman
Branch Chief —Legal

cc: Andrew Stephenson, Esq.
 KHLK LLP

Mail Stop 4561
October 14, 2015

Jan Goetgeluk
Chief Executive Officer
Virtuix Holdings Inc.
1826 Kramer Lane, Suite H
Austin, TX 78758

Re: Virtuix Holdings Inc.
Offering Statement on Form 1 -A
Filed September 17, 2015
  File No. 367 -00013

Dear Mr. Goetgeluk:

We have reviewed your 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.

We urge all persons who are responsible for the accuracy and adequacy of the di sclosure
in the filing to be certain that the filing includes the information Regulation A under the
Securities Act requires.   Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Part I —Notification

Item 4.  Summary Information Regarding the Offering and Other Current or Proposed Offerings

1. You indicate that you do not intend to offer the securities on a delayed or co ntinuous
basis but also state that the offering will last more than one year.  We also note your
disclosure on the cover page that the offering will terminate no later than March 31,
2016.  Please reconcile.

Jan Goetgeluk
Virtuix Holdings Inc.
 October 14, 2015
Page 2

 Part II —Information Required in Offering Circul ar

Risk Factors, page 1

2. Please consider includ ing a risk factor that highlights key provisions of the Subscription
Agreement, such as:
 the acknowledgement in section 4(b) that the subscriber represents and warrants that
it has read the Offering Circular an d understands the risks, whether or not included in
the Offering Circular;
 the provision in section 4(k) that the subscriber indemnifies you for any claims based
on brokerage commission, finders’ fees or similar compensation; and
 the exclusive forum provis ion limiting jurisdiction to Texas.

3. Please include a risk factor that highlights the existence of the Series Seed and Series 2
preferred stock and clarifies the rights, preferences, and privileges of the Series A
preferred.

4. Please consider including a risk factor to highlight the risk from the pledge of 2 million
shares of common and your intellectual property as collateral for the VLL Note.

Dilution, page 3

5. The disclosure in your table that you are offering 5 million shares is inconsistent with
Part I of Form 1 -A, where you indicate that you are selling 7.5 million shares.  Please
reconcile and revise your table.

The Company’s Business

Basic Information about the Company, page 7

6. Refer to the second paragraph.  Please disclose the obstacles and chal lenges that remain
prior to beginning production.  We note your disclosure on page 8 that timing may be
affected by the capacity of the manufacturer and timeliness of the process.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 12

7. Please expand the bullet point disclosure to provide a discussion of the reasons for and
causes of the increase in expenses in general and administrative and research and
development.  Your current disclosure onl y states that these types of expenses have
increased.  Refer to Instruction 2 to Item 9(a) in Part II of Form 1 -A.

Jan Goetgeluk
Virtuix Holdings Inc.
 October 14, 2015
Page 3

 Liquidity and Capital Resources, page 12

8. Please revise your filing to disclose the minimum period of time that you will be able to
conduct planned operations using only currently available capital resources without
regard to the proceeds you expect to receive from the offering. We refer you to FR C
501.03(a) and Section IV of SEC Release 33 -8350 for additional guidance.

9. It appears that you have not received revenues from operations since April 2013.  Please
describe your plan of operations for the 12 months following commencement of the
offering and related disclosure.  Refer to Item 9(c) in Part II of Form 1 -A.

10. You state in the first paragraph on page 13 that $175,000 in related party notes was
converted into Series Seed Preferred.  Please tell us whether any related party notes
remain outstandi ng and provide clarifying disclosure.  If so, explain to us why these are
not required to be disclosed on page 17 and file the agreements as exhibits.

Security Ownership of Management and Certain Securityholders, page 16

11. We note that your table does not include the preferred stock.  Refer to Item 12(a)(2) in
Part II of Form 1 -A and advise or revise.  In addition, given the conversion feature of the
preferred, please also include the preferred ownership as part of the common stock to the
extent it is owned  by officer, directors, and 10% owners or advise.

Securities Being Offered

Preferred Stock, page 19

12. Please provide a discussion of the rights of the preferred stock.  It appears from your
disclosure on pages 3 and F -15 that each share of preferred stock  is convertible into one
share of common stock.   In addition, revise the cover page to state that the Series A
Preferred you are offering is convertible into common and add a brief description of the
conversion terms as the conversion feature is not clear from the title of the securities.

Consolidated Financial Statements

Independent Auditor’s Report, page F -1

13. We note your disclosure beginning on page F -18 regarding your ability to continue as a
going concern.  Please tell us how your auditors considered  the guidance in AU -C
Section 570 in evaluating whether there was substantial doubt about your ability to
continue as a going concern and the basis for their conclusion.

Jan Goetgeluk
Virtuix Holdings Inc.
 October 14, 2015
Page 4

 EX1A -11 Consent

14. The consent of your independent auditor refers to their report dated  September 16, 2015;
however, the Independent Auditor’s Report included in the Form 1 -A is dated September
15, 2015.  Please revise the consent accordingly.

Part III —Exhibits

Index to Exhibits, page 24

15. Please file a copy of your agreement with SI Securi ties.  Refer to Item 17(1) of Part III to
Form 1 -A.

16. Please file a copy of any agreements related to your subordinated unsecured converti ble
promissory notes or advise.

17. You appear to be substantially dependent on your Original Equipment Manufacturing
Agreement with a Chinese manufacturer and your License Agreement with CloudNav,
Inc.  Please file copies of these agreements as exhibits or advise.  Refer to Item 17(6) of
Part II to Form 1 -A.

We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

In the event you ask us to qualify your offering statement, please provide a written
statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated auth ority, qualify the
filing, it does not foreclose the Commission from taking any action with respect to the
filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
qualifying the filing, does not relieve the company f rom its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and/or qualification as a defense in any
proceeding initiated by the Commission or any person under the federal secur ities laws of
the United States.

Jan Goetgeluk
Virtuix Holdings Inc.
 October 14, 2015
Page 5

 You may contact Rebekah Lindsey, Staff Accountant, at (202) 551 -3303 or Kathleen
Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments
on the financial statements and related matters.   Please contact Gabriel Eckstein, Staff Attorney,
at (202) 551 -3286 or me at 202 -551-3462 with any o ther questions.  If you require  further
assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief —Legal

cc: Andrew Stephenson, Esq.
 KHLK LLP