U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
001-41581 |
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CUSIP
NUMBER
78637J402 |
| (Check One): |
☒ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
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☐ Form 10-Q |
☐ Form
10-D |
☐ Form
N-CEN |
☐ Form
N-CSR |
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For Period Ended: December 31, 2025 |
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☐ |
Transition
Report on Form 10-K |
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☐ |
Transition Report on
Form 20-F |
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☐ |
Transition Report on
Form 11-K |
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☐ |
Transition Report on
Form 10-Q |
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For the Transition Period Ended: N/A |
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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 |
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| Former Name if Applicable |
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| 100 Biscayne Blvd., Suite 1201 |
| Address of Principal Executive Office (Street and Number) |
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| 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.)
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(a) |
The reasons
described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; |
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(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 |
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(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: |
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Nicolai Brune |
(646) 240-4235 |
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| (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). |
| (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? |
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. |
RenX
Enterprises Corp. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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RENX ENTERPRISES CORP. |
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| Dated: April 1, 2026 |
By: |
/s/ Nicolai
Brune |
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Nicolai Brune
Chief Financial Officer |
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