Form 10-12B Archer SpinCo, Inc.

September 15, 2026 6:18 AM EDT

As filed with the U.S. Securities and Exchange Commission on September 15, 2026

File No. 001- 

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10

 

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

LOGO

 

 

Axiom Solutions International, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   42-1815027

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

10025 Alterra Parkway, Suite No. 1900,

Austin, Texas

  78758
(Address of principal executive offices)   (Zip Code)

(512) 425-7929

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

to be so registered

 

Name of each exchange

on which each class is to be registered

Common Stock, $0.0001 Par Value per Share   The Nasdaq Stock Market LLC

Securities to be registered pursuant to Section 12(g) of the Exchange Act: None

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  

Smaller reporting company

 

    

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 
 


Axiom Solutions International, Inc.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF

FORM 10

Certain information required to be included in this Form 10 is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

Item 1. Business.

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Summary of the Separation and Distribution,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Separation and Distribution,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A. Risk Factors.

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” Those sections are incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Summary of Historical and Unaudited Pro Forma Condensed Combined Financial Data,” “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Notes to Unaudited Pro Forma Condensed Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Combined Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section of the information statement entitled “Business—Properties.” That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the sections of the information statement entitled “Compensation Discussion and Analysis,” “Director Compensation,” “Executive Compensation” and “Management—Compensation and People Committee Interlocks and Insider Participation.” Those sections are incorporated herein by reference.


Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections of the information statement entitled “Summary of the Separation and Distribution,” “Risk Factors—Risks Related to the Spin-Off,” “Management” and “Certain Relationships and Related Transactions.” Those sections are incorporated herein by reference.

Item 8. Legal Proceedings.

The information required by this item is contained under the sections of the information statement entitled “Business—Legal Proceedings” and “Notes to Unaudited Pro Forma Condensed Combined Financial Information—Note 8. Commitments and Contingencies.” Those sections are incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters.

The information required by this item is contained under the sections of the information statement entitled “The Separation and Distribution,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management,” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Sale of Unregistered Securities.” That section is incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled “Summary of the Separation and Distribution,” “The Separation and Distribution,” “Dividend Policy” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Limitations on Director and Officer Liability.” That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the sections of the information statement entitled “Summary of Historical and Unaudited Pro Forma Condensed Combined Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Notes to Unaudited Pro Forma Condensed Combined Financial Information” and “Index to Combined Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the sections of the information statement entitled “Summary of Historical and Unaudited Pro Forma Condensed Combined Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Notes to Unaudited Pro Forma Condensed Combined Financial Information” and “Index to Combined Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.


(b) Exhibits

The following documents are filed as exhibits hereto:

 

Exhibit
Number
  

Exhibit Description

2.1+#   

Form of Separation and Distribution Agreement, by and between Flex Ltd. and the Registrant

3.1+   

Form of Amended and Restated Articles of Formation of the Registrant

3.2+   

Form of Amended and Restated Bylaws of the Registrant

10.1+#   

Form of Transition Services Agreement, by and between Flex Ltd. and the Registrant

10.2+#   

Form of Tax Matters Agreement, by and between Flex Ltd. and the Registrant

10.3+#   

Form of Employee Matters Agreement, by and between Flex Ltd. and the Registrant

10.4+#   

Form of Intellectual Property Matters Agreement, by and between Flex Ltd. and the Registrant

10.5+#   

Form of Stockholder’s and Registration Rights Agreement, by and between Flex Ltd. and the Registrant

10.6+   

Form of the 2027 Equity Incentive Plan

10.7+   

Form of Restricted Stock Unit Award Agreement under the 2027 Equity Incentive Plan

10.8+   

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2027 Equity Incentive Plan

10.9+   

Form of Non-Employee Director Restricted Stock Unit Award Agreement under the 2027 Equity Incentive Plan

10.10+   

Form of Deferred Compensation Plan

10.11+   

Form of Deferred Compensation Award Agreement

10.12+   

Executive Severance Plan

10.13   

Stock Purchase Agreement, dated September 3, 2026, by and among EPC Power Corp., Charge Parent, LLC, ACS Acquisitions, Inc. and Flex Ltd. (solely for the purposes of Section 13.24 thereof) (incorporated by reference to Exhibit 2.1 to Flex Ltd.’s Current Report on Form 8-K dated September 3, 2026)

21.1+   

Subsidiaries of the Registrant

99.1+   

Information Statement of the Registrant, preliminary and subject to completion, dated September 15, 2026

99.2*   

Form of Notice of Internet Availability of Information Statement Materials

 
*

To be filed by amendment.

+

Filed herewith.

#

Certain schedules and/or exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon its request.


SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Axiom Solutions International, Inc.

 

By:

 

/s/ Revathi Advaithi

 

Name: Revathi Advaithi

 

Title: Chief Executive Officer

Date: September 15, 2026

ATTACHMENTS / EXHIBITS

EX-2.1

EX-3.1

EX-3.2

EX-10.1

EX-10.2

EX-10.3

EX-10.4

EX-10.5

EX-10.6

EX-10.7

EX-10.8

EX-10.9

EX-10.10

EX-10.11

EX-10.12

EX-21.1

EX-99.1



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings