RenX (RENX) delays 2025 10-K due to iXBRL tagging

Rhea-AI Filing Summary

RenX Enterprises Corp. notified the SEC it will file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 late because the company was unable to complete required iXBRL tagging and testing without "unreasonable effort or expense."

The company notes it completed the acquisition of 100% of the membership interests of Resource Group US Holdings LLC on June 2, 2025, and the 2025 consolidated financial statements will include Resource Group and Zimmer Equipment Inc., producing significant changes versus 2024 results.

Insights

Accounting & SEC Reporting Specialist

Late 10-K filing due to iXBRL tagging; acquisition materially changes 2025 comparatives.

The notification states the 10-K was fully prepared but delayed by iXBRL tagging and testing, a technical filing requirement. The phrase "could not be completed without unreasonable effort or expense" is the verbatim qualifier for relief under Rule 12b-25.

Financial statement readers should expect consolidated 2025 results to reflect the June 2, 2025 acquisition of Resource Group and Zimmer Equipment Inc.; timing and scope of tag corrections will appear in the eventual filing.

M&A & Financial Integration Analyst

Acquisition represents a strategic shift; 2025 comparatives will materially differ from 2024.

The company completed acquisition of 100% of Resource Group US Holdings LLC on June 2, 2025, described as a vertical operator in engineered soils and organic recycling. This implies newly consolidated operations and cash flows for 2025.

Subsequent filings should show the acquisition accounting, scope of consolidation, and any pro forma disclosures related to the change in core business.

Key Figures

Form type: Form 10-K (filed late via Form 12b-25) Acquisition ownership: 100% membership interests Fiscal year end: December 31, 2025 +2 more

5 metrics

Form type Form 10-K (filed late via Form 12b-25) for period ended December 31, 2025

Acquisition ownership 100% membership interests Resource Group US Holdings LLC acquired on June 2, 2025

Fiscal year end December 31, 2025 subject year for the delayed Annual Report

Notice date April 1, 2026 date the Form 12b-25 was signed by CFO Nicolai Brune

Acquired subsidiary Zimmer Equipment Inc. consolidated with Resource Group in 2025 statements

Key Terms

iXBRL, Form 12b-25, consolidated statements of operations

3 terms

iXBRL regulatory

"unable to complete the necessary iXBRL tagging and testing"

iXBRL is a digital filing format that embeds standardized machine-readable financial data inside the human-readable financial reports companies publish, like putting a spreadsheet under the printed pages. For investors, it makes it much quicker and more reliable to extract, compare and analyze financial numbers across companies and periods, reducing manual data entry errors and helping automated tools and analysts spot trends or inconsistencies faster.

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

consolidated statements of operations financial

"the consolidated statements of operations for the year ended December 31, 2025"

A consolidated statement of operations is a company’s combined profit-and-loss report that adds together the revenues, costs and resulting profit or loss of a parent firm and all its controlled subsidiaries, removing internal transactions so the group is shown as one business. Investors use it like a single household budget for a family of companies: it reveals overall sales trends, profit margins and expense patterns that indicate the group’s true operating performance and helps compare results across periods or peers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did RENX file a Form 12b-25 for its 2025 Form 10-K?

Direct answer: RENX delayed filing because required iXBRL tagging and testing could not be completed without "unreasonable effort or expense." Supporting context: The company says the Annual Report was prepared on time but iXBRL technical work remains and will be filed once finished.

When will RENX file the delayed 2025 Form 10-K?

Direct answer: RENX states it will file the Annual Report after completing the iXBRL tagging and testing. Supporting context: The Form 12b-25 relief allows a short additional window consistent with the rule; the company did not provide an exact filing date in the notice.

What acquisition does RENX say affected its 2025 financials?

Direct answer: RENX completed the acquisition of 100% of Resource Group US Holdings LLC on June 2, 2025. Supporting context: The notice says Resource Group and Zimmer Equipment Inc. will be consolidated in 2025 results and cause significant changes versus 2024.

Will RENX's 2025 financial statements include the acquired businesses?

Direct answer: Yes—RENX says the 2025 consolidated statements will reflect Resource Group and Zimmer Equipment Inc. Supporting context: The company describes the acquisition as a strategic shift and expects notable differences in 2025 operating results compared to 2024.

Does the Form 12b-25 explain the nature of Resource Group's business?

Direct answer: Yes—Resource Group is described as a vertically integrated, full-service operator in engineered soils and organic recycling. Supporting context: RENX states this business was acquired to effect a significant strategic change in the company's core operations in 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 07:10 AM Learn about SEC filing dates

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER
001-41581

CUSIP NUMBER
78637J402

(Check One):	☒ Form 10-K	☐ Form 20-F	☐ Form 11-K
	☐ Form 10-Q	☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR

	For Period Ended: December 31, 2025
	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	For the Transition Period Ended: N/A

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I. REGISTRANT INFORMATION.

RenX Enterprises Corp.

Full Name of Registrant

Former Name if Applicable

100 Biscayne Blvd., Suite 1201

Address of Principal Executive Office (Street and Number)

Miami, Florida 33132

City, State and Zip Code

PART II. RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

		(a)	The reasons described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
☒		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III. NARRATIVE.

Although the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) had been fully prepared within the prescribed time period, the Company was unable to complete the necessary iXBRL tagging and testing without unreasonable effort or expense. Once completed, the Annual Report, along with the required iXBRL, will be filed with the Securities and Exchange Commission.

PART IV. OTHER INFORMATION.

(1) Name and telephone number of person to contact in regard to this notification:

Nicolai Brune (646) 240-4235

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the Company was required to file such report(s) been filed? If the answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings to be included in the subject report or portion thereof?

☒ Yes ☐  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

On June 2, 2025, the Company completed the acquisition of 100% of the membership interests of Resource Group US Holdings LLC (“Resource Group”), as well as its subsidiaries (the “Acquisition”), which marked a significant strategic shift in the Company’s core business. Resource Group, through its subsidiaries, is a vertically integrated, full-service operator in the engineered soils and organic recycling industry. The financial statements included in the Company’s Annual Report will reflect the financial condition, results of operations and cash flows of the Company, Resource Group and its subsidiary, Zimmer Equipment Inc. As a result of the Acquisition and the related significant changes in the Company’s business during the fiscal year ended December 31, 2025, the Company’s results of operations for the fiscal year ended December 31, 2025 that will be included in the Annual Report will include significant changes when compared to the results of operations of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

As a result of the Acquisition, amongst other factors, the Company anticipates that the consolidated statements of operations for the year ended December 31, 2025 that will be included in the Annual Report will include the following, which constitute significant changes from the corresponding amounts for the year ended December 31, 2024: 

● revenue of approximately $8.2 million, compared to approximately $0.2 million for the year ended December 31, 2024;

● costs of revenue of approximately $5.8 million, compared to approximately $0.2 million for the year ended December 31, 2024;

● gross profit of approximately $2.4 million compared to approximately $25 thousand for the year ended December 31, 2024;

● operating expenses of approximately $14.8 million of approximately $6.6 million for the year ended December 31, 2024;

● operating loss of approximately $12.5 million compared to approximately $6.6 million for the year ended December 31, 2024;

● other expense of approximately $3.5 million compared to approximately $2.3 million for the year ended December 31, 2024; and

● net loss of approximately $16.0 million compared to approximately $8.9 million for the year ended December 31, 2024.

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RenX Enterprises Corp. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

	RENX ENTERPRISES CORP.
Dated: April 1, 2026	By:	/s/ Nicolai Brune
		Nicolai Brune Chief Financial Officer

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