|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Arxis, Inc. (Name of Issuer) |
Class A Common Stock, $0.01 par value per share (Title of Class of Securities) |
(CUSIP Number) |
04/15/2026 (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. |
| 1 | Names of Reporting Persons
Engineered Components Borrower Series LP - Engineered Polymer Series | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
71,544,608.00 | ||||||||
| 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)
17.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Consists of 71,544,608 shares of Class B Common Stock, which is convertible on a one-for-one basis to Class A Common Stock. Class B Common Stock shares are eligible to vote at a rate of twenty votes per share.
The percentages set forth in this Schedule 13G are calculated based on the 420,806,802 shares of the Issuer's Class A Common Stock outstanding assuming full conversion of the Company's Class B Common Stock and convertible common stock outstanding as of June 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Engineered Components Borrower Series LP - Hawkeye Series | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,689,297.00 | ||||||||
| 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)
8.72 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Consists of 36,689,297 shares of Class B Common Stock, which is convertible on a one-for-one basis to Class A Common Stock. Class B Common Stock shares are eligible to vote at a rate of twenty votes per share.
The percentages set forth in this Schedule 13G are calculated based on the 420,806,802 shares of the Issuer's Class A Common Stock outstanding assuming full conversion of the Company's Class B Common Stock and convertible common stock outstanding as of June 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Engineered Components Borrower Series LP - Ovation Series | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
122,746,592.00 | ||||||||
| 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)
29.17 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Consists of 122,746,592 shares of Class B Common Stock, which is convertible on a one-for-one basis to Class A Common Stock. Class B Common Stock shares are eligible to vote at a rate of twenty votes per share.
The percentages set forth in this Schedule 13G are calculated based on the 420,806,802 shares of the Issuer's Class A Common Stock outstanding assuming full conversion of the Company's Class B Common Stock and convertible common stock outstanding as of June 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Engineered Components Borrower Series LP - Connector Series | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
91,338,254.00 | ||||||||
| 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)
21.71 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Consists of 91,338,254 shares of Class B Common Stock, which is convertible on a one-for-one basis to Class A Common Stock. Class B Common Stock shares are eligible to vote at a rate of twenty votes per share.
The percentages set forth in this Schedule 13G are calculated based on the 420,806,802 shares of the Issuer's Class A Common Stock outstanding assuming full conversion of the Company's Class B Common Stock and convertible common stock outstanding as of June 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Arcline Double Eagle Master Fund-A LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,358,032.00 | ||||||||
| 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)
4.36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Consists of 18,358,032 shares of Class B Common Stock, which is convertible on a one-for-one basis to Class A Common Stock. Class B Common Stock shares are eligible to vote at a rate of twenty votes per share.
The percentages set forth in this Schedule 13G are calculated based on the 420,806,802 shares of the Issuer's Class A Common Stock outstanding assuming full conversion of the Company's Class B Common Stock and convertible common stock outstanding as of June 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Arcline Arxis Advisory I, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,332,432.00 | ||||||||
| 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)
0.79 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Consists of one share of convertible common stock, which is convertible into Class B Common Stock as determined by the product of (i) 1.25% of the Company's fully diluted capital stock (including Class A or Class B Common Stock issuable upon such conversion) outstanding at the time of conversion multiplied by (ii) (A) two times (B) the value of one minus the quotient obtained by dividing (x) $28.00 by (y) the stock price per Class A Common Stock at the time of conversion, as determined by the arithmetic average of the daily volume-weighted average price of shares of the Class A Common Stock on Nasdaq (or such other principal stock exchange on which such shares are traded at the time of conversion) over the 30 trading day period immediately preceding the conversion date, subject to adjustment to reflect stock splits, stock dividends, reorganizations, reclassifications, consolidations, mergers or sales or similar events. Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock. Convertible common stock is eligible to vote on an as-converted basis. Class B Common Stock shares are eligible to vote at a rate of twenty votes per share.
The percentages set forth in this Schedule 13G are calculated based on the 420,806,802 shares of the Issuer's Class A Common Stock outstanding assuming full conversion of the Company's Class B Common Stock and convertible common stock outstanding as of June 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026. As of June 30, 2026, the value represented for prong (y) in the aforementioned quotient is $41.13.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Engineered Components GP, 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
322,318,751.00 | ||||||||
| 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)
76.60 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Consists of 322,318,751 shares of Class B Common Stock, which is convertible on a one-for-one basis to Class A Common Stock. Class B Common Stock shares are eligible to vote at a rate of twenty votes per share. Engineered Components GP, LLC is the general partner for Engineered Components Borrower Series LP - Engineered Polymer Series, Engineered Components Borrower Series LP - Hawkeye Series, Engineered Components Borrower Series LP - Ovation Series and Engineered Components Borrower Series LP - Connector Series, and may be deemed to beneficially own the securities held by such funds.
The percentages set forth in this Schedule 13G are calculated based on the 420,806,802 shares of the Issuer's Class A Common Stock outstanding assuming full conversion of the Company's Class B Common Stock and convertible common stock outstanding as of June 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Arcline Capital Partners III GP LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,358,032.00 | ||||||||
| 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)
4.36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Consists of 18,358,032 shares of Class B Common Stock, which is convertible on a one-for-one basis to Class A Common Stock. Class B Common Stock shares are eligible to vote at a rate of twenty votes per share. Arcline Capital Partners III GP LP is the general partner for Arcline Double Eagle Master Fund-A LP and may be deemed to beneficially own the securities held by Arcline Double Eagle Master Fund-A LP.
The percentages set forth in this Schedule 13G are calculated based on the 420,806,802 shares of the Issuer's Class A Common Stock outstanding assuming full conversion of the Company's Class B Common Stock and convertible common stock outstanding as of June 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Arcline Holdings, 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,690,464.00 | ||||||||
| 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)
5.16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Consists of (x) 18,358,032 shares of Class B Common Stock, which is convertible on a one-for-one basis to Class A Common Stock and (y) one share of convertible common stock, which is convertible into Class B Common Stock as determined by the product of (i) 1.25% of the Company's fully diluted capital stock (including Class A or Class B Common Stock issuable upon such conversion) outstanding at the time of conversion multiplied by (ii) (A) two times (B) the value of one minus the quotient obtained by dividing (x) $28.00 by (y) the stock price per Class A Common Stock at the time of conversion, as determined by the arithmetic average of the daily volume-weighted average price of shares of the Class A Common Stock on Nasdaq (or such other principal stock exchange on which such shares are traded at the time of conversion) over the 30 trading day period immediately preceding the conversion date, subject to adjustment to reflect stock splits, stock dividends, reorganizations, reclassifications, consolidations, mergers or sales or similar events. Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock. Convertible common stock is eligible to vote on an as-converted basis. Class B Common Stock shares are eligible to vote at a rate of twenty votes per share. Arcline Holdings, LLC is the general partner for Arcline Capital Partners III GP LP and Arcline Arxis Advisory I, L.P. and may be deemed to beneficially own the securities attributable to both entities.
The percentages set forth in this Schedule 13G are calculated based on the 420,806,802 shares of the Issuer's Class A Common Stock outstanding assuming full conversion of the Company's Class B Common Stock and convertible common stock outstanding as of June 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Arcline Investment Management, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
344,009,215.00 | ||||||||
| 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)
81.75 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Consists of (x) 340,676,783 shares of Class B Common Stock, which is convertible on a one-for-one basis to Class A Common Stock and (y) one share of convertible common stock, which is convertible into Class B Common Stock as determined by the product of (i) 1.25% of the Company's fully diluted capital stock (including Class A or Class B Common Stock issuable upon such conversion) outstanding at the time of conversion multiplied by (ii) (A) two times (B) the value of one minus the quotient obtained by dividing (x) $28.00 by (y) the stock price per Class A Common Stock at the time of conversion, as determined by the arithmetic average of the daily volume-weighted average price of shares of the Class A Common Stock on Nasdaq (or such other principal stock exchange on which such shares are traded at the time of conversion) over the 30 trading day period immediately preceding the conversion date, subject to adjustment to reflect stock splits, stock dividends, reorganizations, reclassifications, consolidations, mergers or sales or similar events. Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock. Convertible common stock is eligible to vote on an as-converted basis. Class B Common Stock shares are eligible to vote at a rate of twenty votes per share. Engineered Components GP, LLC is the general partner for Engineered Components Borrower Series LP - Engineered Polymer Series, Engineered Components Borrower Series LP - Hawkeye Series, Engineered Components Borrower Series LP - Ovation Series and Engineered Components Borrower Series LP - Connector Series, and may be deemed to beneficially own the securities held by such funds. Arcline Capital Partners III GP LP is the general partner for Arcline Double Eagle Master Fund-A LP and may be deemed to beneficially own the securities held by Arcline Double Eagle Master Fund-A LP. Arcline Holdings, LLC is the general partner for Arcline Capital Partners III GP LP and Arcline Arxis Advisory I, L.P. and may be deemed to beneficially own the securities attributable to both entities. Arcline Holdings, LLC and Engineered Components GP, LLC are each controlled affiliates of Arcline Investment Management, L.P., which may be deemed to beneficially own the securities of both entities.
The percentages set forth in this Schedule 13G are calculated based on the 420,806,802 shares of the Issuer's Class A Common Stock outstanding assuming full conversion of the Company's Class B Common Stock and convertible common stock outstanding as of June 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2026
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Arxis, Inc. | |
| (b) | Address of issuer's principal executive offices:
1332 Blue Hills Ave, Bloomfield, CT 06002 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): (i) Engineered Components Borrower Series LP - Engineered Polymer Series, a Delaware limited partnership, (ii) Engineered Components Borrower Series LP - Hawkeye Series, a Delaware limited partnership, (iii) Engineered Components Borrower Series LP - Ovation Series, a Delaware limited partnership, (iv) Engineered Components Borrower Series LP - Connector Series, a Delaware limited partnership, (v) Arcline Double Eagle Master Fund-A LP, a Delaware limited partnership, (vi) Arcline Arxis Advisory I, L.P., a Delaware limited partnership, (vii) Engineered Components GP, LLC, a Delaware limited liability company, (viii) Arcline Capital Partners III GP LP, a Delaware limited partnership, (ix) Arcline Holdings, LLC, a Delaware limited liability company and (x) Arcline Investment Management, L.P., a Delaware limited partnership.
Engineered Components GP, LLC is the general partner for Engineered Components Borrower Series LP - Engineered Polymer Series, Engineered Components Borrower Series LP - Hawkeye Series, Engineered Components Borrower Series LP - Ovation Series and Engineered Components Borrower Series LP - Connector Series, and may be deemed to beneficially own the securities held by such funds. Arcline Capital Partners III GP LP is the general partner for Arcline Double Eagle Master Fund-A LP and may be deemed to beneficially own the securities held by Arcline Double Eagle Master Fund-A LP. Arcline Holdings, LLC is the general partner for Arcline Capital Partners III GP LP and Arcline Arxis Advisory I, L.P. and may be deemed to beneficially own the securities attributable to both entities. Arcline Holdings, LLC and Engineered Components GP, LLC are each controlled affiliates of Arcline Investment Management, L.P., which may be deemed to beneficially own the securities of both entities. | |
| (b) | Address or principal business office or, if none, residence:
c/o Arcline Investment Management, L.P., 299 Park Avenue, 41st Floor, New York, NY, 10171 | |
| (c) | Citizenship:
See item 2(a) | |
| (d) | Title of class of securities:
Class A Common Stock, $0.01 par value per share | |
| (e) | CUSIP No.:
| |
| 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:
The information required by Item 4(a) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Arcline Holdings, LLC is the general partner for Arcline Capital Partners III GP LP and Arcline Arxis Advisory I, L.P. and may be deemed to beneficially own the securities attributable to both entities. Arcline Capital Partners III GP LP is the general partner for Arcline Double Eagle Master Fund-A LP and may be deemed to beneficially own the securities held by Arcline Double Eagle Master Fund-A LP. Engineered Components GP, LLC is the general partner for Engineered Components Borrower Series LP - Engineered Polymer Series, Engineered Components Borrower Series LP - Hawkeye Series, Engineered Components Borrower Series LP - Ovation Series and Engineered Components Borrower Series LP - Connector Series, and may be deemed to beneficially own the securities held by such funds. Arcline Holdings, LLC and Engineered Components GP, LLC are each controlled affiliates of Arcline Investment Management L.P. As such, Arcline Investment Management, L.P. may be deemed to beneficially own all 344,009,215 shares of Class A Common Stock held directly by the Reporting Persons. | ||
| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a "group" for purposes of Rule 13d-5 or for any other purpose. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
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Exhibit Information
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Exhibit 99.1: Joint Filing Agreement |
Exhibit 99.1
SCHEDULE 13G
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A common stock of Arxis, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on August 14, 2026.
| ENGINEERED COMPONENTS BORROWER SERIES LP – ENGINEERED POLYMER SERIES | ||
| By: Engineered Components GP, LLC | ||
| Its: General Partner | ||
| By: | /s/ Rajeev Amara | |
| Name: Rajeev Amara | ||
| Title: Chief Executive Officer | ||
| ENGINEERED COMPONENTS BORROWER SERIES LP – HAWKEYE SERIES | ||
| By: Engineered Components GP, LLC | ||
| Its: General Partner | ||
| By: | /s/ Rajeev Amara | |
| Name: Rajeev Amara | ||
| Title: Chief Executive Officer | ||
| ENGINEERED COMPONENTS BORROWER SERIES LP – OVATION SERIES | ||
| By: Engineered Components GP, LLC | ||
| Its: General Partner | ||
| By: | /s/ Rajeev Amara | |
| Name: Rajeev Amara | ||
| Title: Chief Executive Officer | ||
| ENGINEERED COMPONENTS BORROWER SERIES LP – CONNECTOR SERIES | ||
| By: Engineered Components GP, LLC | ||
| Its: General Partner | ||
| By: | /s/ Rajeev Amara | |
| Name: Rajeev Amara | ||
| Title: Chief Executive Officer | ||
| ARCLINE DOUBLE EAGLE MASTER FUND-A LP | ||
| By: Arcline Capital Partners III GP LP | ||
| Its: General Partner | ||
| By: Arcline Holdings, LLC | ||
| Its: General Partner | ||
| By: | /s/ Rajeev Amara | |
| Name: Rajeev Amara | ||
| Title: Managing Member | ||
| ARCLINE ARXIS ADVISORY I, L.P. | ||
| By: Arcline Holdings, LLC | ||
| Its: General Partner | ||
| By: | /s/ Rajeev Amara | |
| Name: Rajeev Amara | ||
| Title: Managing Member | ||
| ENGINEERED COMPONENTS GP, LLC | ||
| By: | /s/ Rajeev Amara | |
| Name: Rajeev Amara | ||
| Title: Managing Member | ||
| ARCLINE CAPITAL PARTNERS III GP LP | ||
| By: Arcline Holdings, LLC | ||
| Its: General Partner | ||
| By: | /s/ Rajeev Amara | |
| Name: Rajeev Amara | ||
| Title: Managing Member | ||
| ARCLINE HOLDINGS, LLC | ||
| By: | /s/ Rajeev Amara | |
| Name: Rajeev Amara | ||
| Title: Managing Member | ||
| ARCLINE INVESTMENT MANAGEMENT L.P. | ||
| By: | /s/ Rajeev Amara | |
| Name: Rajeev Amara | ||
| Title: Chief Executive Officer | ||