Ulixe misses 2025 Form 10-K deadline after major acquisitions

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.

Rhea-AI Filing Summary

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.

Insights

Accounting & SEC Reporting Specialist

Late filing driven by complex consolidation and change-of-control accounting.

The reported inability to complete financial statements appears tied to accounting for a 89% acquisition and cross-border subsidiary consolidation, which commonly require valuation, purchase accounting, and restatement of comparative periods. These tasks can delay audit work and disclosure completion.

Key dependencies include completion of purchase price allocation, consolidation roll‑forward, and auditor review; subsequent filings should disclose quantified impacts when available.

M&A / Corporate Transactions Analyst

Transactions will materially change the company’s operating footprint and reported results.

The June 13, 2025 acquisition of ~89% and the October 16, 2025 intra‑group acquisition/merger mean Ulixe will consolidate Ulixe Italy’s operations into 2025 results. The company expressly anticipates material increases in revenues and operating expenses tied to that inclusion.

Material quantitative disclosure is pending; follow-up filings should show revenues and expense line items reflecting the consolidated operations and any purchase accounting effects.

Key Figures

Fiscal year end: December 31, 2025 Acquisition stake: 89% shares Ulixe Italy acquisition/merger date: October 16, 2025 +2 more

5 metrics

Fiscal year end December 31, 2025 Subject annual reporting period

Acquisition stake 89% shares Ulixe One Corp. acquisition on June 13, 2025

Ulixe Italy acquisition/merger date October 16, 2025 WarpSpeed Italy acquired Ulixe Italy and merged into it

Form 12b-25 signature date March 31, 2026 Date notification was signed by President Vito Di Somma

Prior fiscal year end referenced July 31, 2025 Annual report not yet filed for year ended July 31, 2025

Key Terms

Rule 12b-25, change of control, consolidate, purchase accounting

4 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

change of control corporate

"acquired approximately 89% of the outstanding voting securities... resulting in a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

consolidate accounting

"the Registrant will consolidate the results of operations of Ulixe Italy"

purchase accounting accounting

"purchase accounting implications implied by acquisition and consolidation activity"

Purchase accounting is the method used to record a company acquisition by treating the buyer as if it bought each asset and assumed each liability at their fair values on the purchase date. It matters to investors because this re‑valuation can create or change visible items like goodwill, cause future earnings to be lower or higher as costs are spread out, and alter balance sheet strength—much like re‑tagging items and debts after buying a house affects your net worth and monthly costs.

FAQ

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

Why did Ulixe Corp. (ULIX) miss its Form 10-K filing deadline?

Ulixe missed the deadline because it could not complete its 2025 financial statements. The delay relates to accounting and consolidation work following acquisitions and a change of control completed in 2025.

What material transactions affected Ulixe’s 2025 reporting?

On June 13, 2025, Ulixe One Corp. acquired ~89% of Ulixe, causing a management change. On October 16, 2025, WarpSpeed Italy merged into Ulixe Italy, which will be consolidated into 2025 results.

Will Ulixe’s revenues for 2025 change due to these transactions?

Yes. The company expects material increases in revenues and operating expenses for fiscal 2025 due to consolidation of Ulixe Italy, but it has not provided quantitative estimates.

Has Ulixe filed other missing reports for 2025?

No. The notification states Ulixe has not filed its annual report for the year ended July 31, 2025 nor its Form 10-Q for the quarter ended September 30, 2025.

Did Ulixe request the 15-day extension under Rule 12b-25?

Ulixe referenced Rule 12b-25 but stated it cannot confirm it will file the annual report within the 15-calendar-day extension period applicable to non-accelerated filers.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/31/2026 - 04:00 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(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 ☐ Transition Report on Form N-SAR   For the Transition Period Ended: ____________________

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:

PART I — REGISTRANT INFORMATION

Ulixe Corp.

Full Name of Registrant

Former Name if Applicable

8 The Green #20901

Address of Principal Executive Office (Street and number)

Dover, Delaware 19901

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 reason 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, Form 11-K, Form N-CEN 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

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

Ulixe Corp. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) by March 31, 2026, the filing date applicable to non-accelerated filers, due to a delay experienced by the Registrant in completing its financial statements for such period. As of the date of this Form 12b-25, the Registrant has not filed its annual report on Form 10-K for the fiscal year ended July 31, 2025, or its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2025. In light of the foregoing, the Registrant is unable to confirm that it will be able to file the Annual Report within fifteen (15) calendar days from the prescribed filing date.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Vito Di Somma		(302)		292-9220
	(Name)		(Area Code)		(Telephone Number)
(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 registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☐   NO ☒
	On October 22, 2025, the Registrant reported that it changed its fiscal year from July 31 to December 31. The Registrant has not yet filed its annual report for the year ended July 31, or its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2025.

2

(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 statements 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 13, 2025, Ulixe One Corp. acquired approximately 89% of the outstanding voting securities of the Registrant, resulting in a change of control and a transition in management of the Registrant.

Following completion of this transaction, the Registrant discontinued further development activities pursuant to the legacy software platform that had previously been licensed to it.

In addition, on October 16, 2025, WarpSpeed Italy S.r.l., a wholly owned subsidiary of the Registrant, acquired all of the outstanding equity interests of Ulixe Italy S.r.l., a holding company with operating subsidiaries (“Ulixe Italy”). Ulixe Italy was previously owned by Ulixe Holding, GmbH (“Ulixe Holding”), the sole shareholder of Ulixe One Corp. Following this transaction, WarpSpeed Italy merged with and into Ulixe Italy, with Ulixe Italy surviving the transaction as a wholly owned subsidiary of the Registrant. Accordingly, the Registrant will consolidate the results of operations of Ulixe Italy with its financial results in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Due to the foregoing, the Registrant anticipates that its results of operations for the fiscal year ended December 31, 2025 will differ significantly from previously reported fiscal year end results. The Registrant expects to report material increases in revenues and operating expenses attributable to the inclusion of the operations of Ulixe Italy. However, due to the ongoing preparation of its financial statements, the Registrant is not yet able to provide a reasonable estimate of such changes.

3

Ulixe Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 31, 2026		By:	/s/ Vito Di Somma
			Name:	Vito Di Somma
			Title:	President

4