RenX Enterprises Corp.

Real Estate Holdings

As part of our strategic shift toward organics processing and logistics, we are in the process of monetizing our legacy real estate holdings. The following summarizes our remaining real estate interests as of the date of this filing.

Current Status of Legacy Holdings

Lago Vista. On May 10, 2021, LV Peninsula Holding LLC, our wholly owned subsidiary, acquired a 50+ acre site on Lake Travis in Lago Vista, Texas for $3,500,000. On January 6, 2026, LV Peninsula delivered a Deed in Lieu of Foreclosure conveying full title to the Lago Vista property to Austerra Capital Management LLC, conditionally extinguishing $5.0 million of outstanding secured debt. The Company retains a 70% interest in net sale proceeds above $5.0 million and a conditional promissory note of $5.0 million that springs into effect if development is not substantially completed within 24 months. All obligations are cross-collateralized with the Company’s Georgia property.

Norman Berry Village. On May 31, 2021, we acquired a 50% membership interest for $600,000 in a limited liability company, NB Owners LLC, the entity developing an affordable housing project in the Atlanta, Georgia metropolitan area known as Norman Berry Village. As of the date of this filing, the property has been listed for sale. The Company holds a first priority lien of $200,000 and a second priority lien of $599,000 on the NB Owners property. The first lien note matured March 11, 2025 and remains in default. As the holder of both liens, the Company has the right to foreclose on the property.

Cumberland Inlet. On June 24, 2021, we, as a member, entered into an Operating Agreement, with Jacoby Development, Inc. (“JDI”), as manager, for JDI-Cumberland Inlet, LLC (“JDI-Cumberland”), pursuant to which we acquired a 10% non-dilutable equity interest in JDI-Cumberland for $3.0 million. JDI-Cumberland holds a 1,298 acre waterfront parcel in St. Mary’s, Georgia. In May 2025, JDI-Cumberland filed for bankruptcy. As of the date of this filing, we have not received any proceeds from the bankruptcy proceedings.

St Mary’s Industrial Site. On August 18, 2022, we purchased approximately 27 acres of land adjacent to our Cumberland Inlet Project from the Camden County Joint Development Authority (JDA). On January 31, 2024, we entered into an Agreement of Sale with Pigmental, LLC to sell the St. Mary’s Site. See “Part I, Item 1 Business – Recent Developments – St. Mary’s Site.”

McLean Mixed Use Site. During the first quarter of 2022, we acquired 100% ownership of approximately 114 mixed-use acres in Durant, Oklahoma for $868,000. We are currently in discussions with the Durant Industrial Authority regarding a conveyance of the property, in connection with a Lis Pendens filed against the property by the Durant Industrial Authority.

• Changes in environmental laws and standards may impose additional costs and limitations on our operations.
• We face risks associated with seasonality and weather that may impact our operations and revenue.
• Our biomass and recycling and organic recycling business is performed in one state, Florida.
• Our operations are concentrated at a single permitted facility, and any disruption to that facility could severely impair our biomass recycling business.
• Our biomass recycling operations are entirely dependent on maintaining permits issued by the Florida Department of Environmental Protection, and any revocation, suspension, or modification of those permits could halt our operations.
• Our business is dependent on a limited number of municipal and government contracts, which may be subject to political and funding risks.
• Our real estate holdings and facility operations require significant capital, management, and regulatory compliance.
• Our business relies on skilled labor, specialized equipment, and operational execution to meet customer demands.
• Our logistics operations depend on a small number of licensed commercial drivers, and the loss of key drivers or an inability to recruit qualified replacements could materially impair our transportation capacity.
• Our processing and transportation operations depend on a fleet of specialized equipment financed through multiple lenders, and the unavailability of equipment or equipment financing could impair our operational capacity.
• Our logistics business involves safety risks and the materialization of such risks will affect our business operations and financial results.
• Our trucking operations involve complex logistics that may be disrupted by operational, regulatory, or market conditions.
• We face operational, regulatory, and economic risks associated with green waste projects.
• Disruptions in the supply chain for key inputs could adversely affect our operations.
• Compliance with environmental regulations is costly and subject to change.
• Environmental liabilities from contamination or hazardous substances may expose us to financial risk.
• Product quality issues or contamination could result in liability and damage customer relationships.
• Fluctuations in market demand and economic conditions could negatively impact revenue.
• We face intense competition and pressure from alternative products.
• Operational hazards at processing sites pose safety and business continuity risks.
• Odor, noise, and other nuisance issues may lead to community opposition or litigation.
• Dependence on government policies and incentives could affect long-term viability.
• Logistical challenges could disrupt supply chains and limit our market reach.
• Our implementation of the Microtec UTM 1200 Turbo Mill system to expand our organics processing capabilities is subject to significant execution, financing, and operational risks.
• We may not realize the anticipated strategic growth plans and anticipated benefits of the acquisition of Resource Group.
• Our stockholders experienced dilution as a result of the acquisition of Resource Group, and they may not realize a benefit from the acquisition commensurate with the ownership dilution they experienced in connection therewith.
• In order to realize the intended benefits of our acquisition of Resource Group, we continue to devote significant resources to Resource Group’s business, and we may be unable to successfully integrate the business, and we may be unable to successfully integrate the businesses with our current management and structure.
• Risks Related To Our Logistics Business
• Interest rates may affect our profit.
• We may be dependent on a limited number of customers, and the loss of any significant customer could adversely affect our revenues and results of operations.
• Decreased customer demand for transportation services due to adverse economic conditions, competition or other factors have and could in the future adversely impact our business and operating results.
• We face risks related to vehicle costs and availability.
• We have a limited number of dealers from whom we source our vehicles and the limited dealers source their vehicles from a limited number of manufacturers.
• We obtain our trucks from a limited number of dealers.
• Difficulty in obtaining materials, equipment, goods and services from suppliers could adversely affect our business.
• We face risks related to safety recalls affecting our vehicles.
• We face risks related to liability and insurance.
• Our industry is highly competitive, which subjects us to competitive pressures pertaining to pricing, capacity and service.
• We rely on third-party owner-operators to complete some of our logistics services, which could result in a labor shortage, and we currently expect to continue to rely on third parties to services us and certain of our customers.
• If we fail to recruit or retain capable drivers or other qualified employees or contractors, we may be unable to maintain our service quality.
• Fuel costs, transportation constraints, and material price volatility may reduce our operating margins.
• Damage to our reputation or brands may negatively impact our business.
• We operate in a highly regulated industry and changes in existing regulations or violations of existing or future regulations could have a material adverse effect on our operations and profitability.
• The seasonal pattern generally experienced in the trucking industry may affect our periodic results during traditionally slower shipping periods and winter months.
• We face risks related to our reliance on communications networks and centralized information systems.
• Risks Related To Our Real Estate Business
• Our property portfolio has a high concentration of properties located in certain states.
• Our insurance coverage on our properties may be inadequate to cover any losses we may incur and our insurance costs may increase.
• Our operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks.
• Discovery of previously undetected environmentally hazardous conditions may adversely affect our business.
• The business, results of operations, cash flows and financial condition of our real estate segment are affected by the performance of the real estate industry.
• Adverse changes in general and local economic conditions may reduce the value of or demand for our legacy real estate holdings, which could have a material adverse effect on our ability to monetize these assets
• Fluctuations in real estate values may require us to write-down the book value of our real estate assets.
• We may be required to take write-downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition, results of operations, and our stock price, which could cause you to lose some or all of your investment.
• Inflation could adversely affect our business and financial results.
• We could be impacted by our investments through joint ventures, which involve risks not present in investments in which we are the sole owner.
• Risks associated with our legacy real estate holdings could adversely affect our business or financial results
• We may not be able to sell our real property assets when we desire.
• Access to financing sources may not be available on favorable terms, or at all, which could adversely affect our ability to maximize our returns.
• General Business Risk Factors
• New lines of business or new products and services may subject us to additional risks.
• Our acquisition of Resource Group may not result in the strategic benefits that we anticipated.
• Legislative, regulatory, accounting or tax rules, and any changes to them or actions brought to enforce them, could adversely affect us.
• If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) as a result of our ownership of minority interests in limited liability companies, applicable restrictions could make it impractical for us to continue our business as contemplated and could have an adverse effect on our business.
• Our quarterly results may fluctuate.
• The outbreak of any highly infectious or contagious disease, could materially and adversely impact our performance, financial condition, results of operations and cash flows.
• Changes in general economic conditions, geopolitical conditions, domestic and foreign trade policies, monetary policies and other factors beyond our control may adversely impact our business and operating results.
• We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.