Streeterville Capital LLC and related entities report beneficial ownership of 3,417,940 shares of Virtuix Holdings Inc. Class A common stock, equal to 9.99% of the class. The stake is held through Streeterville Capital LLC, Streeterville Management, LLC, and John M. Fife.
The ownership arises from Convertible Promissory Notes, Pre-Paid Purchases under a Securities Purchase Agreement dated August 25, 2025, and Warrants, all subject to a 9.99% contractual ownership cap. The percentage is based on 34,213,618 shares outstanding as of January 26, 2026. The reporting persons certify the holdings are not for the purpose of changing or influencing control of Virtuix.
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Insights
Streeterville and affiliates disclose a capped 9.99% passive stake in Virtuix.
Streeterville Capital LLC, its manager Streeterville Management, LLC, and John M. Fife jointly report beneficial ownership of 3,417,940 Virtuix Class A shares, representing 9.99% of the outstanding class as of January 26, 2026.
The position stems from Convertible Promissory Notes, Pre-Paid Purchases under an August 25, 2025 Securities Purchase Agreement, and Warrants. These instruments collectively could exceed the current level but are constrained by a contractual ownership cap of 9.99%, limiting how much of Virtuix’s equity they may beneficially own.
The filers use a Schedule 13G and explicitly certify the securities are not held to change or influence control. This indicates a passive-reporting posture under the rules. Future ownership changes or instrument conversions would be expected to remain within the 9.99% cap unless that contractual limit is modified.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Virtuix Holdings Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
92835U101
(CUSIP Number)
01/27/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
92835U101
1
Names of Reporting Persons
Streeterville Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UTAH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,417,940.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,417,940.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,417,940.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Reporting person Streeterville Capital, LLC ("Streeterville") has rights, under a series of Convertible Promissory Notes, Pre-Paid Purchases issuable pursuant to Securities Purchase Agreement dated August 25, 2025, and Warrants, to own an aggregate number of shares of the Issuer's Class A common stock which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Class A common stock beneficially owned by Streeterville as of the date of this filing was 3,417,940 shares, which is 9.99% of the 34,213,618 shares outstanding on January 26, 2026 (as reported in the Issuer's Form 424(b)4 filed on that date.
Additionally, item (11) on this form limits ownership percentages to the tenth decimal place, whereas Streeterville's beneficial ownership is 9.99%.
SCHEDULE 13G
CUSIP No.
92835U101
1
Names of Reporting Persons
Streeterville Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UTAH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,417,940.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,417,940.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,417,940.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Streeterville Management, LLC is the manager of Streeterville. Streeterville has rights, under a series of Convertible Promissory Notes, Pre-Paid Purchases issuable pursuant to Securities Purchase Agreement dated August 25, 2025, and Warrants, to own an aggregate number of shares of the Issuer's Class A common stock which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Class A common stock beneficially owned by Streeterville as of the date of this filing was 3,417,940 shares, which is 9.99% of the 34,213,618 shares outstanding on January 26, 2026 (as reported in the Issuer's Form 424(b)4 filed on that date.
Additionally, item (11) on this form limits ownership percentages to the tenth decimal place, whereas Streeterville's beneficial ownership is 9.99%.
SCHEDULE 13G
CUSIP No.
92835U101
1
Names of Reporting Persons
John M. Fife
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,417,940.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,417,940.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,417,940.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Reporting Person John M. Fife is the sole member of Streeterville Management LLC, which is the manager of Streeterville. Streeterville has rights, under a series of Convertible Promissory Notes, Pre-Paid Purchases issuable pursuant to Securities Purchase Agreement dated August 25, 2025, and Warrants, to own an aggregate number of shares of the Issuer's Class A common stock which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Class A common stock beneficially owned by Streeterville as of the date of this filing was 3,417,940 shares, which is 9.99% of the 34,213,618 shares outstanding on January 26, 2026 (as reported in the Issuer's Form 424(b)4 filed on that date.
Additionally, item (11) on this form limits ownership percentages to the tenth decimal place, whereas Streeterville's beneficial ownership is 9.99%.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Virtuix Holdings Inc.
(b)
Address of issuer's principal executive offices:
1826 KRAMER LANE, SUITE H, AUSTIN, TEXAS, 78758
Item 2.
(a)
Name of person filing:
This report is filed by Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife with respect to the shares of Class A common stock, of the Issuer that are directly beneficially owned by Streeterville Capital LLC and indirectly beneficially owned by the other reporting and filing persons.
(b)
Address or principal business office or, if none, residence:
300 East Randolph Street, Suite 40.150,
Chicago, IL 60601
(c)
Citizenship:
Streeterville Capital LLC is a Utah limited liability company.
Streeterville Management LLC is a Utah limited liability company.
John M. Fife is a United States citizen.
(d)
Title of class of securities:
Class A common stock
(e)
CUSIP No.:
92835U101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3,417,940
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
3,417,940
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
3,417,940
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake in Virtuix Holdings Inc. (VTIX) does Streeterville report?
Streeterville Capital LLC and related entities report beneficial ownership of 3,417,940 shares of Virtuix Holdings Inc. Class A common stock, representing 9.99% of the class. This percentage is calculated from 34,213,618 shares outstanding as of January 26, 2026.
How does Streeterville obtain its Virtuix (VTIX) share exposure?
Streeterville’s beneficial ownership in Virtuix Class A common stock comes from Convertible Promissory Notes, Pre-Paid Purchases issued under an August 25, 2025 Securities Purchase Agreement, and Warrants. These instruments together provide rights to acquire Virtuix shares, subject to an ownership cap.
What is the ownership cap for Streeterville’s Virtuix (VTIX) holdings?
The filing states Streeterville has a 9.99% contractual ownership cap on Virtuix Class A common stock. Although its instruments could entitle it to more shares, conversion and ownership are limited so its beneficial stake does not exceed this 9.99% cap at any time.
Who are the reporting persons on the Virtuix (VTIX) Schedule 13G?
The Schedule 13G lists Streeterville Capital LLC, Streeterville Management, LLC, and John M. Fife as reporting persons. Streeterville Capital directly holds the beneficial interest, while Streeterville Management is its manager and John M. Fife is Streeterville Management’s sole member.
Is Streeterville’s Virtuix (VTIX) stake reported as passive or active?
The reporting persons certify the securities “were not acquired and are not held” for changing or influencing control of Virtuix. Using Schedule 13G and this certification indicates a passive ownership posture rather than an attempt to influence corporate control.
What share count underlies Streeterville’s 9.99% Virtuix (VTIX) ownership figure?
Streeterville’s 9.99% ownership in Virtuix Class A common stock is based on 34,213,618 shares outstanding as of January 26, 2026. That outstanding share figure is referenced from Virtuix’s Form 424(b)(4) filed on the same date.
