RenX Enterprises Corp美股招股说明书(2026-08-05版)

This prospectus relates to the resale by the selling stockholders named in this prospectus (the “Selling Stockholders”) from time totime of up to 6,310,883 shares of 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 of2,393,784 shares of Common Stock (the “First Conversion Shares”) issuable upon the conversion of those certain senior convertiblenotes in the aggregate principal amount of $6,300,000 (the “First Notes”) that we issued to the Selling Stockholders on May 4, 2026(the “First Closing Date”) pursuant to that securities purchase agreement, dated April 30, 2026 (the “Purchase Agreement”), by andbetween us and the Selling Stockholders, as more fully described in this prospectus; and (ii) up to 3,917,099 shares of Common Stock(the “First Warrant Shares”) issuable upon exercise of certain accompanying warrants (the “First Warrants”) that were issued to theSelling Stockholders together with the First Notes on May 4, 2026 pursuant to the Purchase Agreement. The 2,393,784 First Conversion Shares issuable upon conversion of the First Notes assumes the full conversion of the First Notes, plusaccrued interest, into shares of Common Stock, at the initial conversion price (the “Initial Conversion Price”) of $2.895 per share(assuming no reduction in the Initial Conversion Price and that the First Notes accrued interest at 10% for a period of twelve (12)months), without giving effect to any default interest or penalties which may accrue thereunder and without regard to any conversionlimitations set forth in the First Notes. The First Warrants are exercisable immediately upon issuance, have a term of six years from thedate of issuance and are exercisable at a price of $2.67 per share of Common Stock. The First Conversion Shares and the First WarrantShares are collectively referred to as the “Private Placement Shares”. The 2,393,784 shares of Common Stock issuable uponconversion of the First Notes that are being registered pursuant to the registration statement that includes this prospectus do notinclude any shares of Common Stock that may become issuable upon conversion of the First Notes as a result of a decrease of theconversion price below the Initial Conversion Price. We may file one or more additional registration statements with the Securities andExchange Commission (the “SEC”) in the future to register additional shares of our Common Stock that may become issuable uponconversion of the First Notes as a result of conversions of the First Notes at a price below the Initial Conversion Price. The First Notes and the First Warrants were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, as applicable. Weare registering 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 16 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 241% of the number of shares of Common Stockoutstanding as of the date of this prospectus. In the event that the First Notes are converted into shares of our Common Stock at aconversion price below the Initial Conversion Price, in accordance with the terms of the First Notes, we may be required to issueadditional shares of Common Stock to the Selling Stockholders upon such conversions. See the section of this prospectus entitled “ThePrivate Placement” for additional information regarding the terms of the First Notes and First Warrants, including the potentialreduction of the conversion price of the First Notes below the Initial Conversion Price and additional dilution that may resulttherefrom, as well as in