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Ulixe Corp. filed an amended current report on Form 8-K/A (Amendment No. 1) to add a missing exhibit. The amendment’s sole purpose is to include Exhibit 17.2, a letter from Mario Manzo dated June 26, 2026, submitted pursuant to Item 5.02(a)(3).
The company states that, aside from filing this letter and the related exhibit index update, no other information from the original Form 8-K filed on June 18, 2026 has been amended or updated. The report is signed on behalf of Ulixe Corp. by President Vito Di Somma.
Ulixe Corp. has sold its Italian subsidiary Ulixe Nova S. as part of a strategic reorganization ahead of a planned uplisting to Nasdaq. On June 18, 2026, wholly owned unit Ulixe Italy S. transferred 100% of Ulixe Nova’s equity to Condotti Capital S. for nominal consideration of €1.00, with a 90‑day post‑closing adjustment period to reconcile mutual payables and receivables. The board approved the disposal after reviewing Ulixe Nova’s financial condition, capital needs, and limited expected contribution, and cited anticipated benefits from removing future funding obligations and administrative burdens. Following the deal, Ulixe Italy remains the parent of Dale Consulting S., Ulixe Pharma S., and MBSNet S., with MBSNet owning Fintexa S., reinforcing the group’s focus on digital payments and fintech activities in Italy and the EU.
Ulixe Corp. reported that director Mario Manzo resigned from its Board effective immediately, describing his resignation as for cause in a letter citing concerns about reporting status, insurance, and governance protections. The Board disagrees with certain statements and emphasizes indemnification rights under its bylaws and Delaware law.
The company explains that some intended SEC reports remain unfiled because it must convert Italian operations from Italian GAAP to U.S. GAAP and re-audit predecessor WarpSpeed Taxi Inc.’s 2024 financials after SEC sanctions on the former auditor. Italian subsidiaries expect to complete 2025 Italian GAAP financial statements by June 30, 2026, with U.S. GAAP audits underway with CBIZ CPAs P.C.
Following the resignation, founder Franco Cappelli was appointed director and chairman. Disclosed related-party funding includes Ulixe One Corp.’s approximately $475,000 cash purchase of a controlling interest in June 2025, a €3,150,000 sale of Ulixe Italy S., about $1,200,000 of service contract payments, and $2,996,649.92 of advances linked to Cappelli.
Ulixe Corp. notified the SEC it could not file its Form 10-Q for the quarter ended March 31, 2026 by the May 15, 2026 deadline due to delays completing its financial statements. The company discloses prior missing filings (Form 10-K for year ended July 31, 2025, Form 10-Q for September 30, 2025, and Form 10-K for December 31, 2025).
The filing states a change of control on June 13, 2025 when Ulixe One Corp. acquired approximately 89% of voting securities, a management transition, discontinuation of legacy software development, and consolidation of Ulixe Italy after a October 16, 2025 subsidiary acquisition and merger. Ulixe expects materially higher revenues and operating expenses for the quarter ended March 31, 2026 due to including Ulixe Italy, but has not provided quantitative estimates.
Ulixe Corp. notified the SEC that it could not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it has not completed the required financial statements. The company also has not filed its annual report for the year ended July 31, 2025 or its quarterly report on Form 10-Q for the quarter ended September 30, 2025.
The filing states a change of control occurred on June 13, 2025 when Ulixe One Corp. acquired approximately 89% of voting securities, leading to management transition and discontinuation of legacy software development. On October 16, 2025, WarpSpeed Italy S. (a wholly owned subsidiary) acquired Ulixe Italy and merged into it; Ulixe Italy will be consolidated into Ulixe Corp.’s results for the year ended December 31, 2025. Ulixe expects material increases in revenues and operating expenses from consolidation but cannot reasonably estimate amounts at this time. The company states it cannot confirm filing within the 15-day extension period.