Ulixe Corp (ULIX) warns of major shift in Q2 2026 results with late filing

Rhea-AI Filing Summary

Ulixe Corp. filed a notification that it could not submit its Form 10‑Q for the quarter ended June 30, 2026 by the August 14, 2026 deadline because of delays completing its financial statements. The company also has not yet filed several earlier reports for periods in 2025 and early 2026 after changing its fiscal year-end.

The company reports a June 13, 2025 change of control, when Ulixe One Corp. acquired approximately 89% of its voting securities, and an October 16, 2025 acquisition of Ulixe Italy through a subsidiary merger. Ulixe Corp. expects results for the June 30, 2026 quarter to differ significantly from the prior-year period, with material increases in revenues and operating expenses due to consolidating Ulixe Italy, but it cannot yet reasonably estimate the magnitude of these changes.

Positive

• The company expects material increases in revenues for the quarter ended June 30, 2026, driven by consolidating the operations of newly acquired Ulixe Italy.
• Completion of the Ulixe Italy acquisition and its consolidation as a wholly owned subsidiary provides a larger operating base that will be reflected in future financial reporting.

Negative

• Ulixe Corp. was unable to file its Form 10‑Q for June 30, 2026 on time and cannot confirm filing within the standard five‑day grace period.
• The company has four prior periodic reports still outstanding, including two Form 10‑Ks and two Form 10‑Qs covering 2025 and early 2026.
• Ongoing delays in financial statement preparation and multiple late filings signal persistent reporting and accounting challenges following the change of control and acquisitions.

Filing Explained

The August 14, 2026 late-filing notification states that Ulixe Corp. cannot confirm it will file the Form 10-Q for the quarter ended June 30, 2026 within the permitted five-calendar-day period, leaving the report's filing status unresolved.

Key Figures

Quarter end: June 30, 2026 Form 10‑Q due date: August 14, 2026 Ownership acquired: approximately 89% of outstanding voting securities +2 more

5 metrics

Quarter end June 30, 2026 Period covered by the delayed quarterly report

Form 10‑Q due date August 14, 2026 Applicable filing deadline for non‑accelerated filers

Ownership acquired approximately 89% of outstanding voting securities Ulixe One Corp. acquisition on June 13, 2025

Extended filing window five calendar days Standard grace period after the prescribed Form 10‑Q due date

Fiscal year-end change from July 31 to December 31 Fiscal year change reported on October 22, 2025

Key Terms

Form 12b-25, change of control, non-accelerated filers, consolidating the results of operations, +1 more

5 terms

Form 12b-25 regulatory

"Ulixe Corp. filed a 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.

change of control financial

"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.

non-accelerated filers regulatory

"the filing date applicable to non-accelerated filers, due to a delay"

consolidating the results of operations financial

"the Registrant began consolidating the results of operations of Ulixe Italy"

material increases in revenues financial

"The Registrant expects to report material increases in revenues and operating expenses"

FAQ

Why did Ulixe Corp. (ULIX) file a late notification for its Q2 2026 report?

Ulixe Corp. filed a late notification because it could not complete financial statements for the quarter ended June 30, 2026 in time for the August 14, 2026 due date, citing that timely filing would require unreasonable effort or expense.

Which SEC reports are still outstanding for Ulixe Corp. (ULIX)?

Ulixe Corp. has not yet filed its Form 10‑K for July 31, 2025, Form 10‑Q for September 30, 2025, Form 10‑K for December 31, 2025, or Form 10‑Q for March 31, 2026, in addition to the delayed Form 10‑Q for June 30, 2026.

How will Ulixe Italy affect Ulixe Corp. (ULIX) Q2 2026 results?

Management expects significant changes in Q2 2026 results because Ulixe Corp. is consolidating Ulixe Italy’s operations, leading to material increases in revenues and operating expenses versus the corresponding prior‑year quarter, though no reasonable quantitative estimate is available yet.

What corporate changes preceded Ulixe Corp. (ULIX) reporting delays?

On June 13, 2025, Ulixe One Corp. acquired approximately 89% of Ulixe Corp.’s voting securities, causing a change of control. The company also changed its fiscal year-end from July 31 to December 31 and completed the Ulixe Italy acquisition in October 2025.

Did Ulixe Corp. (ULIX) indicate when the late Q2 2026 report will be filed?

Ulixe Corp. referenced the standard five‑day grace period for late Form 10‑Q filings but stated it is unable to confirm that it will file the June 30, 2026 report within that timeframe due to ongoing financial statement preparation.

Will Ulixe Corp. (ULIX) results differ significantly from last year’s quarter?

Yes. Ulixe Corp. anticipates that results for the quarter ended June 30, 2026 will differ significantly from the prior‑year quarter, with material increases in revenues and operating expenses from consolidating Ulixe Italy’s operations.

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Available on EDGAR 08/14/2026 - 05:21 PM Accepted by SEC EDGAR 08/14/2026 - 05:20 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: June 30, 2026 ☐   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 quarterly report on Form 10-Q for the period ended June 30, 2026 (the “Form 10-Q”) by August 14, 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, its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2025, its annual report on Form 10-K for the fiscal year ended December 31, 2025, or its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2026. In light of the foregoing, the Registrant is unable to confirm that it will be able to file the Form 10-Q within five (5) 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, 2025, its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2025, its annual report for the year ended December 31, 2025, or its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2026.

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(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 began consolidating 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 quarter ended June 30, 2026 will differ significantly from the results reported for the corresponding period of the prior fiscal year. 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.

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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:	August 14, 2026		By:	/s/ Vito Di Somma
			Name:	Vito Di Somma
			Title:	President

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