RenX Enterprises Corp美股招股说明书(2026-04-15版)

This prospectus relates to the resale by the selling stockholders named in this prospectus (the “Selling Stockholders”) from time totime of up to 2,290,312 shares of our common stock, par value $0.001 per share (the “Common Stock”), of RenX Enterprises Corp.(the “Company,” “we,” “our,” or “us”). The shares of Common Stock being registered herewith consist of: (i) up to an aggregate of1,215,048 shares of Common Stock issuable upon the conversion of those certain senior convertible notes in the aggregate principalamount of $6,042,985.39 (the “Notes”) that we issued to the Selling Stockholders on February 17, 2026 pursuant to that securitiespurchase agreement, dated February 12, 2026 (the “Purchase Agreement”), by and between us and the Selling Stockholders, as morefully described in this prospectus, and (ii) up to 1,075,264 shares of Common Stock (the “First Warrant Shares”) issuable uponexercise of certain accompanying warrants (the “First Warrants”) that were issued to the Selling Stockholders together with the Notespursuant to the Purchase Agreement. The 1,215,048 shares of Common Stock issuable upon conversion of the Notes (the “Conversion Shares”) assumes the full conversionof the Notes, plus accrued interest in full into Common Stock, at the conversion price of $5.62 per share (assuming the Notes accruedinterest at 12% for a period of thirteen (13) months), without giving effect to any default interest or penalties which may accruethereunder and without regard to any conversion limitations set forth in the Notes. The First Warrants are exercisable immediatelyupon issuance, have a term of six years from the date of issuance and are exercisable at a price of $3.1188 per share of Common Stock.The Conversion Shares and the First Warrant Shares are collectively referred to as (the “Private Placement Shares”). The Notes and the First Warrants were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) ofthe Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, as applicable. We areregistering the Private Placement Shares for resale by the Selling Stockholders. We are filing this registration statement on Form S-3, of which this prospectus forms a part, to fulfill our contractual obligations toregister the resale of the Private Placement Shares by the Selling Stockholders. See “Selling Stockholders” beginning on page 13 ofthis prospectus for more information about the Selling Stockholders. Our registration of the shares of Common Stock covered by thisprospectus does not mean that the Selling Stockholders will offer or sell any of such shares of Common Stock. The SellingStockholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the shares ofCommon Stock covered by this prospectus through public or private transactions at prevailing market prices, at prices related toprevailing market prices or at privately negotiated prices. For additional information on the possible methods of sale that may be usedby the Selling Stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution.” The issuance of the shares of Common Stock covered by this prospectus could cause substantial dilution to our existing stockholders.The number of shares covered by this prospectus represents approximately 91% of the number of shares of Common Stock issued andoutstanding as of the date of this prospectus. The actual number of shares of Common Stock that we issue to the Selling Stockholdersmay be less than the aggregate number of shares covered by this prospectus. Please refer to risk factor entitled “The issuance of all ofthe shares of Common Stock covered by this prospectus will significantly increase the total number of shares of Common Stock issuedand outstanding and thereby cause our existing stockholders to experience substantial dilution” on page 5 of this prospectus. Foradditional information regarding the terms of the Notes and the First Warrants, including those terms which may affect the number ofConversion Shares and First Warrant Shares that may be issued to the holders of the Notes and the First Warrants, you should refer tothe section of this prospectus entitled “The Private Placement.” We will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders. However, we will receiveproceeds from the exercise of the First Warrants, if the First Warrants are exercised by the Selling Stockholders for cash. We intend touse those proceeds, if any, for general corporate purposes. Any Private Placement Shares subject to resale hereunder will have been issued by us and acquired by the Selling Stockholders priorto any resale of such shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the Private Placement Shares in this offering. We will bear allcosts, expenses and f