RenX Enterprises Corp 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-41581 RENX ENTERPRISES CORP.(Exact name of registrant as specified in its charter) Delaware87-1375590(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) (786) 808-5776(Registrant’s telephone number, including area code) Name of each exchange on whichregistered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2025, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, was approximately $2,290,409 million, based upon thelast reported sale price of the registrant’s common stock on that date as reported by Nasdaq Capital Market. As of March 31, 2026, the registrant had a total of 2,507,537 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None RENX ENTERPRISES CORPFORM 10-K TABLE OF CONTENTS PagePART I1Item 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments34Item 1C.Cybersecurity34Item 2.Properties35Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures35PART II36Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities36Item 6.[Reserved]36Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.36Item 7A.Quantitative and Qualitative Disclosures About Market Risk54Item 8.Financial Statements and Supplementary Data54Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.54Item 9A.Controls and Procedures54Item 9B.Other Information56Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections56PART III57Item 10.Directors, Executive Officers and Corporate Governance57Item 11.Executive Compensation63Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters71Item 13.Certain Relationships and Related Transactions, and Director Independence72Item 14.Principal Accountant Fees and Services76PART IV77Item 15.Exhibit and Financial Statement Schedules77Item 16.Form 10-K Summary77SIGNATURES86 FORWARD-LOOKING STATEMENTS Thi