UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

R3 Enterprise Corp

(Exact name of issuer as specified in its charter)

Kentucky

(State of other jurisdiction of incorporation or organization)

235 Ruoff Drive

Paducah, KY 42003

Phone: (270) 900-8780

(Address, including zip code, and telephone number,

including area code of issuer’s principal executive office)

Gregory K. Rushing

235 Ruoff Drive

Paducah, KY 42003

Phone: (270) 900-8780

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

David D Jones, Esq.

2250 W Magnolia Avenue

San Antonio, TX 78201

Phone: (210) 540-681

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

R3 Enterprise Corp

Preliminary Offering Circular

April __, 2026

Subject to Completion

Up to 7,500,000 Preferred Shares

$7,500,000 Maximum Offering Amount

THE UNITED STATE SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

R3 Enterprise Corp, a Kentucky corporation (“we,” “us,” “our,” or the “Company”), is offering up to 7,500,000 of Series A Preferred Shares (the “Shares”), at an offering price of $1.00 per share in a “Tier 1” offering under Regulation A (the “Offering”). All Shares will be offered in all jurisdictions at the same price.

The Company is a specialty mechanical insulation and industrial services contractor which operates in industrial, regulated, and mission-critical environments where performance expectations are high, tolerance for error is low, and execution discipline directly impacts safety, reliability, and financial outcomes. The Company is registered as a Corporation in the State of Kentucky and operates as a C Corporation for tax purposes.

The Company is positioned along critical interstate corridors that connect its startup base and operating locations directly to its target markets. These corridors allow rapid, predictable movement of crews, materials, and leadership across:

The Company provides comprehensive mechanical insulation services across industrial, commercial, institutional, and mission-critical environments, including:

The Company places significant emphasis on condensation control and thermal performance improvement, particularly in:

The Company is offering up to 7,500,000 Series A Preferred Shares (each a “Share” and together the Shares”), on a “best efforts” basis for up to $7,500,000 of gross proceeds. Each Share has a purchase price of $1.00.

The Shares will pay a dividend equal to an annual rate of ten percent (10%) of the par value of each Share beginning on the Offering Date through September 30, 2027, and will pay a dividend equal to an annual rate of twelve percent (12%) of the par value of each Share in each fiscal year thereafter (the “Dividend”).

In any year in which the Company is unable to pay the stated Dividend, or such Dividend payments are less than the stated percentage rate applicable to that year, the unpaid amount will roll over and be payable during the next year, in addition to the amount owed in that next year. Dividends will be paid annually, on October 1^st of each year. Dividends are calculated on an “actual/365” basis, with a computation annual anniversary date of September 30.

The Company shall have the right to redeem some or all of the Shares at any time, beginning on the third (3rd) anniversary of the Offering Date. If the Company exercises its right to redeem Shares, the Company will redeem Shares at one-hundred ten percent (110%) of the par value of the Shares.

Shareholders may redeem their Shares at any time, beginning on the fifth (5^th) anniversary of the Offering Date, at one-hundred percent (100%) of the par value of the Shares, plus accrued dividends to date of redemption.

The Company will convert Shares to common stock in the Company under the following circumstances-

If the Shares are converted to common stock, Shares will be converted at a rate of two-hundred fifty (250) Shares of Series A Preferred Stock for one (1) share of then-authorized common stock.

Shareholders have superior rights to receive dividends, redemption proceeds and other superior rights allowed by law over any payments to holders of common stock.

Dividends and redemptions are completely dependent upon the success of the Company in earning adequate revenues to allow redemptions and Dividends.

Shareholders do not have voting rights, other than as required by law or for any proposed amendments to the as-filed Amended Articles of Incorporation for the Shares.

See “Description of Shares” for additional details.

We expect to offer the Shares in this Offering from the date the U.S. Securities and Exchange Commission (the “Commission”) qualifies the Offering Statement, of which this offering circular is a part, until we raise the maximum amount being offered. No sales of the Shares will be made prior to the qualification of the Offering Statement by the Commission. We anticipate the offering period to continue for up to twelve (12) months from the date of commencement. However, we reserve the right to terminate this Offering for any reason at any time prior to the anticipated close of the offering period. In particular, if we determine that we have raised funds sufficient to conduct business without the need to raise further funds, we may close the Offering before the twelve-month offering period ends.

This Offering is being conducted on a “best efforts” basis through our officers and directors, under the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning on page __ of the offering circular. After the Commission qualifies the Offering Statement, interested investors can review and execute this Offering Statement (together with all exhibits thereto, including the Subscription Agreement) and pay the purchase price by visiting www.r3-enterprise.com (the “Offering Site”). We retain complete discretion to determine that subscribers are “qualified purchasers” as defined in Regulation A. For sales that are not consummated, including as a result of our determination that a subscriber is not a qualified purchaser, funds will be promptly refunded without interest.

We may engage an escrow agent in connection with this Offering. If we engage an escrow agent, then upon the Company’s acceptance of a subscription for the Offering, funds received by the Company in connection with the subscription will be immediately deductible from the escrow account and available to the Company. Upon the Company’s acceptance of an investor’s funds, the Company will issue the corresponding number of Shares to the investor. There is no minimum aggregate number of Shares or dollar amount that needs to be sold as a condition of the Offering’s closing. Subscriptions, once received, are irrevocable by investors but can be rejected by us. We reserve the right to reject any investor’s subscription in whole or in part for any reason.

Investing in our securities involves a high degree of risk, including the risk that you could lose all of your investment. An investment should be made only by persons or entities able to bear the risk of, and to withstand the total loss of, their investment. Prospective investors should carefully consider and review the section entitled “Risk Factors” beginning on page 5 of this offering circular before investing. No public market for the Shares has developed nor is any such market expected to develop. We do not intend to list the Shares on a national securities exchange or interdealer quotational system.

The Company’s website address is www.r3-enterprise.com. Information contained on, or accessible through, the Company’s website is not a part of, and is not incorporated by reference into, this offering circular.

This offering circular is following the offering circular format described in Part II of Form 1-A.

We are offering to sell, and are seeking offers to buy, the Shares only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with any information other than the information contained in this offering circular. The information contained in this offering circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this offering circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this offering circular. This offering circular will be updated and made available for delivery to the extent required by the federal securities laws.

For investors outside the United States: we have not done anything that would permit this offering or possession or distribution of this offering circular in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to the offering and the distribution of this offering circular.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This offering circular contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “should,” “potential,” “plan,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. In particular, certain expectations are based on projections of the revenue that may be generated by the Picture, and such revenue cannot be easily projected until the Picture’s initial theatrical release begins, at the earliest. Factors that could cause our forward-looking statements to differ from actual outcomes include, but are not limited to, those described under the heading “Risk Factors.” Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this offering circular. Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date of this offering circular, whether as a result of new information, future events or otherwise.

You should read this offering circular and the documents referred to herein thoroughly, with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements and those appearing elsewhere in this offering circular, including those made in the “Risk Factors” section. Other sections of this offering circular include additional factors that could adversely impact our business and financial performance. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this offering circular, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

THIRD PARTY DATA

Certain data included in this offering circular is derived from information provided by third parties that we believe to be reasonable, reliable, fair and accurate. However, there can be no assurance as to the accuracy or completeness of included information, and we have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon therein. While we are not aware of any material misstatements regarding any data presented herein and derived from third party sources, reliance on such data involves risks and uncertainties. Certain data is also based on our good faith estimates which are derived from management’s knowledge of the industry and independent source.

STATE LAW REQUIREMENTS AND PURCHASE RESTRICTIONS

We are offering the Shares pursuant to Tier 1 of Regulation A. As such, this Offering is subject to State law “Blue Sky” review and is subject to compliance with certain anti-fraud provisions.

We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not qualified to invest in the Shares under Regulation A.

SUMMARY

This summary highlights selected information contained elsewhere in this offering circular. This summary does not contain all of the information you should consider before investing in the Shares. You should read this entire offering circular carefully, especially the risks of investing in the Shares as discussed in the “Risk Factors” before making an investment decision.

The Company provides comprehensive mechanical insulation services across industrial, commercial, institutional, and mission-critical environments, including:

The Company places significant emphasis on condensation control and thermal performance improvement, particularly in:

RISK FACTORS 

Investing in the Shares involves significant risks. In addition to the other information contained in this offering circular, you should carefully consider the following risks before deciding to purchase any Shares. The occurrence of any of the following risks might cause you to lose all or a part of your investment. Some statements in this offering circular, including statements in the following risk factors, constitute forward-looking statements. Please refer to “Cautionary Statement Regarding Forward-Looking Statements” for more information regarding forward-looking statements.

Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its ability to service and/or redeem the Shares:

Risks Related to Our Business and Industry

Risks Related to our Shares and this Offering

Risks Related to our Business and Industry

We are an early-stage company with limited operating history and may never become profitable.

We are a new company with no meaningful commercial revenues and only net losses as of the date of this offering. We expect both our capital and operating expenditures will increase significantly in connection with our ongoing activities. We have non-binding commitments from certain contractors that will produce significant revenue to the Company during the next year if those contracts are awarded to the Company. Although we have a high degree of confidence that the Company will be awarded at least one of those contracts, there is no assurance that the Company will be awarded any of them, and investors should not consider non-binding commitments when deciding whether to invest.

We expect to require adequate proceeds generated from this Offering to fund our operations and develop our sales and distribution channels. However, there can be no assurance that the development of our business will enable to Company to achieve sustainability in the short term. Accordingly, you should consider our prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the risks and uncertainties that an early-stage company with a very limited operating history will face. In particular, potential investors should consider that we may be unable to:

Our revenue depends on maintaining and increasing contracting and supply commitments as well as securing new customers.

We must obtain, maintain and grow our contracting commitments as well as new customers in order to generate revenue. As of the date of this Offering Circular, we have no firm commitments and only have non-binding statements of intent from numerous contractors who are well known to us. Going forward, we may be unable to secure contracts with commercial contractors and even if we do secure such contracts, those contractors may change or delay such contracts for any number of reasons, such as force majeure or government approval factors that are unrelated to the Company.

As a result, in order to operate our business, we must develop and obtain ongoing contracts for servicing. However, it is difficult to predict whether and when we will secure such commitments and/or contracts due to competition for suppliers and the lengthy process of negotiating supplier agreements as well as buyer contracts, all of which may be affected by factors that we do not control, such as market and economic conditions, financing arrangements, commodity prices, environmental issues and government approvals.

We may not be able to successfully implement our growth strategy on a timely basis or at all.

Our future growth, results of operations and financial condition depend upon our ability to successfully implement our growth strategy, which, in turn, is dependent upon a number of factors, some of which are beyond our control, including our ability to:

There can be no assurance that we can successfully achieve any or all of the above initiatives in the manner or time period that we expect. Further, achieving these objectives will require investments that may result in both short-term and long-term costs without generating any current revenue and therefore may be dilutive to earnings. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect to generate from our growth strategy. Failure to realize those benefits could have a material adverse effect on our business, results of operations or financial condition.

We may be unable to manage future growth effectively.

Even if we can successfully implement our growth strategy, any failure to manage our growth effectively could materially and adversely affect our business, results of operations and financial condition. We intend to expand our operations into additional geographic regions around the United States in the long-term, which will require us to hire and train new employees; accurately forecast supply and demand, production and revenue; control expenses and investments in anticipation of expanded operations; establish new or expand current design, production, and sales and service facilities; and implement and enhance administrative infrastructure, systems and processes. Future growth may also be tied to acquisitions, and we cannot guarantee that we will be able to effectively acquire other businesses or integrate businesses that we acquire. Failure to efficiently manage any of the above could have a material adverse effect on our business, results of operations or financial condition.

Failure to materially increase operating capacity and efficiency could have a material adverse effect on our business, results of operations or financial condition.

The future success of our business depends in part on our ability to increase our capacity and efficiency. We may be unable to expand our business, satisfy demand from customers, maintain our competitive position and achieve profitability. The construction of future facilities will require significant cash investments and management resources and may not meet our expectations with respect to increasing capacity and efficiency. For example, if there are delays in any future planned facilities, or if our facilities do not meet expected performance standards or are not able to produce materials that meet the quality standards we expect, we may not meet our target for adding capacity, which would limit our ability to increase sales and result in lower-than-expected sales and higher than expected costs and expenses.

Future acquisitions and strategic investments could be difficult to integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value, and harm our results of operations and financial conditions.

We may in the future seek to acquire or invest in, businesses, products, or technologies that we believe could complement our operations or expand our breadth, enhance our capabilities, or otherwise offer growth opportunities. While our growth strategy includes broadening our product offerings, implementing an aggressive marketing plan and employing product diversification, there can be no assurance that our systems, procedures and controls will be adequate to support our operations as they expand. We cannot assure you that our personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of our planned growth and diversified product offerings, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems.

Additionally, the integration of our acquisitions and pursuit of potential future acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. Any acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In addition, we have limited experience in acquiring other businesses. Specifically, we may not successfully evaluate or utilize the acquired products, assets or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not be realized, or we may be exposed to unknown risks or liabilities associated with our acquisitions.

We may not be able to find and identify desirable acquisition targets or we may not be successful in entering into an agreement with any one target. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could harm our results of operations. In addition, if an acquired business fails to meet our expectations, our business, results of operations, and financial condition may suffer. In some cases, minority shareholders may exist in certain of our non-wholly-owned acquisitions and may retain minority shareholder rights which could make a future change of control or necessary corporate approvals for actions more difficult to achieve and/or more costly.

We may also make strategic investments in early-stage companies developing products or technologies that we believe could complement our business or expand our breadth, enhance our technical capabilities, or otherwise offer growth opportunities. These investments may be in early-stage private companies for restricted shares. Such investments are generally illiquid and may never generate value. Further, the companies in which we invest may not succeed, and our investments could lose their value.

Our management and its executive officers will have limited liability for, and will be indemnified and held harmless from, the losses of our Company.

Our management and their agents will not be liable for, and will be indemnified and held harmless (to the extent of the Company’s assets) from any loss or damage incurred by them, the Company, or the Company’s shareholders in connection with any act or omission performed or omitted in good faith, which does not constitute fraud, willful misconduct, gross negligence or breach of fiduciary duty. These provisions may discourage stockholders from bringing suit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. Additionally, any indemnification of our directors and officers could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant or involve issues which result in significant liability for our key personnel, we may have insufficient funds to redeem the Shares.

The Company currently has two directors who are not independent, and the Board of Directors has not yet implemented various corporate governance measures.

The Board of Directors is currently composed of two directors, who are not independent. The Board has not voluntarily implemented various corporate governance measures, such as an independent audit or compensation committee. In the absence of such measures, Shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters. For example, in the absence of multiple directors or independent directors/committees, decisions are made by directors who may have an interest in the outcome of the matters being decided. However, as a general rule, our directors make decisions by first determining that the terms of any interested party transaction are no less favorable to the Company than those that would be available with respect to such a transaction from unaffiliated third parties. Further, the Board intends to expand from two to five directors in the near future, three of whom will be independent of the Company. Once the Board is fully organized, protective governance policies will be enacted.

The preparation of our financial statements involves the use of estimates, judgments, and assumptions, and our financial statements may be materially affected if such estimates, judgments, or assumptions prove to be inaccurate.

Financial statements prepared in accordance with accounting principles generally accepted in the United States of America typically require the use of estimates, judgments, and assumptions that affect the reported amounts. Often, different estimates, judgments, and assumptions could reasonably be used that would have a material effect on such financial statements, and changes in these estimates, judgments and assumptions may occur from period to period over time. Significant areas of accounting requiring the application of management's judgment include, but are not limited to, determining the fair value of assets and the timing and amount of cash flows from assets. These estimates, judgments, and assumptions are inherently uncertain and, if our estimates prove to be wrong, we would face the risk of needing to change or adjust our income or other financial statements. Any such changes could harm our business, including our financial condition and results of operations and the price of the Shares. See “Management's Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the accounting estimates, judgments and assumptions that we believe are the most critical to an understanding of our financial statements and business.

Risks Relating to Ownership of the Shares

The Shares will not share in the profits of the Company.

The Shares will not directly participate in the profits of the Company. Shares receive a set dividend over the life of the Shares, and those payments are the only returns to be paid by the Shares.

There is no public market for the Shares, and none is expected to develop.

The Shares are newly issued securities. Although under Regulation A the securities are not restricted, the Shares are still highly illiquid securities. No public market has developed nor is expected to develop for the Shares and we do not intend to list the Shares on a national securities exchange or interdealer quotational system. You should be prepared to hold your Shares as the Shares are expected to be highly illiquid investments.

The offering price may not accurately represent the current value of us or our assets at any particular time.

Our Board of Directors has determined the offering price at its sole discretion. The offering price for our Shares will not vary based on the underlying value of our assets at any time and may not be supported by the current value of our Company or our assets at any particular time. 

Holders of our Shares may face significant restrictions on the resale of the Shares due to state “Blue Sky” laws or rules restricting participation by foreign citizens.

Each state has its own securities laws, often called “blue sky” laws, which impose restrictions on resales of securities. We have no plan to make any blue sky filings required for the resale of the Shares in any state requiring such filings. As such, there may be significant blue sky law restrictions on the ability of investors to sell the Shares, and investors should only invest if they are able to hold the Shares indefinitely.

You may not be able to sell your Shares at or above the offering price or at all.

You may not be able to sell your Shares at or above the initial offering price, or at all. Investors should be prepared to hold their Shares for an indefinite period, as there can be no assurance that the Shares can ever be traded or sold.

Risks Relating to this Offering

Non-compliance with Regulation A could result in Shareholders rescinding their investments, which would impose severe financial demands on the Company that we may not be able to meet.

Our Shares have not been registered under the Securities Act, and are being offered in reliance upon the exemption provided by Section 3(b) of the Securities Act and Regulation A promulgated thereunder. If it is determined that we have made a material misrepresentation in this Offering Circular, or if this offering fails to qualify for exemption from registration under applicable federal and state securities laws, including pursuant to Regulation A, each investor may have the right to rescind their purchase of the Shares and to receive back from the Company their purchase price with interest if any. Such investors, however, may be unable to collect on any judgment, and the cost of obtaining such judgment may outweigh the benefits. If investors successfully seek rescission, we would face severe financial demands that we may not be able to meet. Such financial demands would also adversely affect any non-rescinding investors.

Ongoing compliance with Regulation A and reporting to the Commission could be costly.

Compliance with Regulation A could be costly and requires legal and accounting expertise. Our legal and financial staff may need to be increased in order to comply with Regulation A. Compliance with Regulation A may also require greater expenditures on outside counsel, outside auditors, and financial printers in order to remain in compliance. Failure to remain in compliance with Regulation A may subject us to sanctions, penalties, and reputational damage and would adversely affect our results of operations. The costs of compliance with Regulation A and other applicable securities laws will reduce the Revenue available for the Company to pay the Series A Payment Amount.

DILUTION

On October 15, 2025, the Company issued 1,000 shares of its no par value per share Common Stock to the Company’s founder, Mr. Gregory K. Rushing, in exchange for $1,000 at a price of $10.00 per share.

On February 19, 2026, the Company issued an additional 1,500 shares of no par value per share Common Stock to the Company’s founder, Mr. Gregory K. Rushing, in exchange for $15,000 at a price of $10.00 per share.

On March 23, 2026, the Company issued 25,000 shares of no par value per share Common Stock to the Gregory K. Rushing 401K Plan, in exchange for $250,000 at a price of $10.00 per share.

On March 23, 2026, the company issued 47,500 shares of no par value per share Common Stock to Gregory K. Rushing in exchange for services provided to the Company.

On March 23, 2026, the company issued 5,000 shares of no par value per share Common Stock to David D. Jones in exchange for services provided to the Company.

The Company is offering the Shares of Series A Preferred Stock at a price of $1.00 per share. The Shares being offered in this Offering are not convertible into any other securities of the Company except in the event of an Initial Public Offering (“IPO”) or an acquisition of the Company. Accordingly, there is no material disparity between the public offering price in this Offering, and the effective cash cost for any Company shares issued during the past year.

PLAN OF DISTRIBUTION

We are offering up to 7,500,000 of Shares at an offering price of $1.00 per Share in a “Tier 1” offering under Regulation A of the Securities Act. We expect to offer the Shares in this Offering until we raise the maximum amount being offered. This Offering will commence on the date this Offering is qualified by the Commission (the “Offering Date”), and we expect the offering period to end up to 12 months from the Offering Date. However, we reserve the right to terminate this Offering for any reason at any time prior to the initial closing.

We may establish an escrow account in connection with the Offering. Upon the Company’s acceptance of a subscription, funds invested by an investor will be immediately deductible from the escrow account and available to the Company. Upon the Company’s acceptance of an investor’s subscription and receipt of the investor’s funds, the Company expects to issue Shares to such investor. There is no minimum number of Shares or dollar amount that needs to be sold as a condition of this Offering closing, and we will not be required to return any funds to you if we do not raise the maximum offering amount. Subscriptions, once received, are irrevocable by investors but can be rejected by us. We reserve the right to reject any investor’s subscription in whole or in part for any reason. For sales that are not consummated, funds will be promptly refunded without interest.

This Offering is being conducted on a “best efforts” basis through our officers and directors, which means our officers and directors will attempt to sell the Shares we are offering in this offering circular, but there is no guarantee that any minimum amount will be sold by them. This offering circular will permit our officers and directors to sell the Shares directly to the public, with no commission or other remuneration payable to them for any securities they may sell. In offering the Shares on our behalf, the officers and directors will receive no commission from the sale of such Shares and will not register with the Commission as a broker-dealer by virtue of the safe harbor and exemption from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act.

Payment Agent

There is no transfer agent for our Shares. However, we may engage a third party to facilitate the transfer of funds from and to investors.

Book-Entry Records of Shares

Shares will be represented in “book-entry” only form directly in the name of the respective owner of the Shares and shall be recorded by the Company. No physical certificates shall be issued, nor received, by the Company or any other person.

Foreign Regulatory Restrictions on Purchase of the Shares

We have not taken any action to permit a public offering of our Shares outside the United States or to permit the possession or distribution of this offering circular outside the United States. Persons outside the United States who come into possession of this offering circular must inform themselves about and observe any restrictions relating to this offering of Shares and the distribution of the offering circular outside the United States.

Offering Period and Expiration Date

We expect to commence the sale of the Shares as of the date on which the Offering Statement (of which this Offering Circular is a part) is declared qualified by the SEC (the “Offering Date”). The Offering is expected to expire on the first of: (i) the sale of all of the Shares offered; (ii) up to 12 months following the commencement of this Offering; or (iii) the Company’s early termination of the Offering period.

Procedures for Subscribing

After the SEC has qualified the Offering Statement, you may review a copy of the Offering Statement together with all exhibits thereto, including the Subscription Agreement, from the Company by visiting the Offering Site at www.r3-enterprise.com. In order to access the Subscription Agreement, you will be required to submit an email address and certain other items of information about yourself.

If, after reviewing the Subscription Agreement, you wish to proceed with an investment in this Offering, you will then have to complete the procedures for subscribing set forth in the Subscription Agreement and on the Offering Site, including executing the Subscription Agreement and following certain payment instructions.

By completing and executing the Subscription Agreement, you will also acknowledge and represent that you have received a copy of this Offering Circular, you are purchasing the Shares for your own account and not with a view or resale of distribution, and that your rights and responsibilities regarding your Shares will be governed by our charter and Bylaws, each filed as an exhibit to the Offering Circular.

After we receive your complete, executed Subscription Agreement, and after you have transferred the purchase price described in the Subscription Agreement to an account designated by the Company, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. If we engage the services of a broker/dealer, the broker/dealer will review all Subscription Agreements completed by investors. Otherwise, the Company will review all Subscription Agreements. After review of a Subscription Agreement for an investment is completed and no objection has been raised by the reviewer, the funds may be released. We will return all monies from rejected subscriptions immediately to you, without interest or deduction. If we accept your subscription, we will countersign the Subscription Agreement and issue the Shares for which you have subscribed. Once you submit the Subscription Agreement and it is accepted, you may not revoke or change your subscription or request a return of your subscription funds. All accepted Subscription Agreements are irrevocable.

USE OF PROCEEDS TO ISSUER

We expect to receive gross proceeds from this Offering of up to 7,500,000. The proceeds of this Offering will be used to produce, promote, and distribute the Pictures. Additionally, the Company will use proceeds to pay expenses incurred in connection with this Offering, including all broker, legal and accounting/auditing fees.

If all of the Shares are sold in this Offering, we expect to receive net proceeds from this Offering of approximately $4,750,000 after deducting fees and expenses associated with qualification of this Offering under Regulation A, including broker, legal, auditing, accounting, transfer agent, and other professional fees. However, we cannot guarantee that we will sell all of the Shares being offered hereunder. The following table summarizes how we anticipate using the gross proceeds of this Offering assuming the Shares are sold in this Offering, depending upon whether we sell 25%, 50%, 75%, or 100% of the Shares being offered in the Offering:

DESCRIPTION OF BUSINESS

Our Company

The Company was formed as a Kentucky corporation on September 16, 2025, and authorized the issuance of 100,000 of Common Stock. As of the date of this Offering Statement, the Company has issued 80,000 shares of Common Stock. Mr. Gregory K. Rushing owns 75,000 shares and Mr. David D. Jones owns 5,000 shares, representing all the currently issued and outstanding shares of Common Stock

The Company has authorized and created 7,500,000 shares of Series A Preferred Shares, to be offered via this Offering Circular.

The Company is a specialty mechanical insulation and industrial services contractor which will operate in industrial, regulated, and mission-critical environments where performance expectations are high, tolerance for error is low, and execution discipline directly impacts safety, reliability, and financial outcomes. The company’s identity is not built around being the lowest-cost provider; it is built around being the most dependable and execution-focused partner in the markets it serves.

The Company is positioned along critical interstate corridors that connect its startup base and operating locations directly to its target markets. These corridors allow rapid, predictable movement of crews, materials, and leadership across:

The Company provides comprehensive mechanical insulation services across industrial, commercial, institutional, and mission-critical environments, including:

The Company places significant emphasis on condensation control and thermal performance improvement, particularly in:

Competition

We compete with a number of other companies that offer the same services as the Company. The market for our services is quite large and growing. We believe that the business opportunities available to us and the competition are sufficient to allow us to grow and succeed along with our competition.

 Employees

We have two full-time employees and one part-time employees at this time. We plan to increase our staff as operations grow.

Legal Proceedings

We are not currently a party, as plaintiff or defendant, nor are we aware of any threatened or pending legal proceedings, that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operation if determined adversely to us.

Executive Offices

Our corporate headquarters are located in Paducah, Kentucky. We believe that this facility is adequate for our current and near-term future needs.

Public Market

Although the Shares will not be restricted because they are offered pursuant to Regulation A, the Shares are still highly illiquid securities. No public market has developed nor is expected to develop for the Shares, and we do not intend to list the Shares on a national securities exchange or interdealer quotational system or alternative trading system. As the Shares are highly illiquid investments, investors should be prepared to hold the Shares indefinitely.

Government Regulation

Government regulations in the specialty contracting industry encompass a range of areas including labor laws, safety regulations, union agreements and related laws, special regulations for federal government projects, and nuclear facilities regulations. The Company has a legal counsel to manage the Company’s legal obligations, and the Company will expand its legal capabilities as needed.

DESCRIPTION OF PROPERTIES

As of the date of this offering circular we do not own or lease any real property. Our corporate headquarters are located at Paducah, Kentucky. We believe that this facility is adequate for our current and near-term future needs.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this offering circular. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this offering circular. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “should,” “could,” and similar expressions to identify forward-looking statements. Our future operating results, however, are impossible to predict and no guarantee or warranty is to be inferred from those forward-looking statements.

Formation

We were formed as a Kentucky corporation on September 16, 2025. Shortly thereafter, we sold and issued 27,500 shares of our no par value per share of Voting Shares to founder, Gregory K. Rushing, in exchange for $275,000.

The Company is a specialty mechanical insulation and industrial services contractor which will operate in industrial, regulated, and mission-critical environments where performance expectations are high, tolerance for error is low, and execution discipline directly impacts safety, reliability, and financial outcomes. The company’s identity is not built around being the lowest-cost provider; it is built around being the most dependable and execution-focused partner in the markets it serves.

The Company is registered as a Corporation in the State of Kentucky and operates as a C Corporation for tax purposes.

Plan of Operations

We are a newly organized company and since inception have worked on organizational and development matters. We have not generated any revenues and we are dependent on the proceeds from this Offering, the sale of Common Stock and the services of the founder and executive officers to implement our business model.

For the twelve months following the commencement of the Offering, we will seek to sell our Shares and invest the proceeds in operating the Company in accordance with our business model.

In order to operate our Company for 12 months, we estimate that we will require 7,500,000 in funds. The source of such funds is anticipated to be up to 100% of the net proceeds from our sales of Shares in this Offering. If we fail to generate 7,500,000 from our sales of Shares, we expect to raise the required funding from other forms of financing.

Specific Plan of Operations and Milestones

Our plan of operations over the next 12-month period is as follows, assuming the sale of 25%, 50%, 75% and 100% of Shares in this offering, and does not include offering expenses as described above:

During the next 12 months, we intend to, among other things, have the 1-A declared qualified and start receiving net proceeds from this Offering and pay the expenses of this offering with the net proceeds of this offering.

For the next 24 months, we plan to commence normal operations of the Company, solicit, acquire and complete contracts for our services and products to the extent that the Company becomes self-sustaining, profitable, and able to service the debt on the Shares. The Company further intends to hire additional, highly qualified personnel to assist the Company to achieve it goals. Lastly, the Company intends to increase the size of its Board from two directors to five directors. All additional directors will be independent of the Company. Once the Board is fully constituted, appropriate governance measures will be enacted.

Until sufficient proceeds have been received by us from the sale of Shares in this Offering, we will have no assurances that we will be successful in raising proceeds in this Offering. If we do not raise sufficient funds in this Offering, we may not be able to implement our business plan or may have to cease operations altogether.

Results of Operations

As of September 30, 2025, the Company had not commenced operations. For the period from September 16, 2025 (date of inception) to the period ended March 31, 2026, our total revenues from operations were $0. Operating costs for the same period were $___________.

Liquidity and capital resources

As of March 31, 2026, we had cash on hand of $306,000. The Company has also secured a $1,000,000 line of credit with a local commercial bank to be secured by Accounts Receivables from service contracts.

Potential future sources of capital include sale of up to 20% of the Company’s Common Stock to outside investors, secured or unsecured financings from additional investors and/or lenders, including financial institutions. If we do not raise sufficient funds in this Offering, we may not be able to fully implement our business plan or may have to cease operations altogether.

Contingent Liabilities

We may be subject to lawsuits, investigations and claims (some of which may involve substantial dollar amounts) that can arise out of our normal business operations. We would continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on a thorough analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because most contingencies are resolved over long periods of time, liabilities may change in the future due to new developments (including new discovery of facts, changes in legislation and outcomes of similar cases through the judicial system), changes in assumptions or changes in our settlement strategy. There were no contingent liabilities as of March 31, 2026. The Company has procured general liability insurance coverage in the amount of $5,000,000.

Income Taxes

As of September 30, 2025, we had no federal and state income tax expense.

Off-Balance Sheet and Other Arrangements

As of September 30, 2025, we did not have any material off-balance sheet arrangements.

Significant Accounting Policies

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Each director shall serve until his or her successor is elected and qualified or until his or her death, resignation or removal. Our officers are appointed by our Board and will serve in such capacity until his or her successor is appointed or until his or her death, resignation or removal. As of the date of this Offering Circular, the Board has no nominating, audit or compensation committees.

Set forth below is certain information concerning the directors and executive officers of the Company.

Biographies

Involvement in Certain Legal Proceedings

No executive officer, member of the board of directors or control person of our Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Our Company was organized on September 16, 2025. The Company has not yet paid any of its directors and officers (our “named executive officers”) any cash compensation from September 16, 2025 (date of inception) to date. Therefore, we have excluded a Summary Compensation for the named executive officers.

The Company intends to compensate the named executive officers through salary, Common Stock, or both. There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

SECURITY OWNERSHIP OF

MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth information about the current beneficial ownership of the Company’s Common Stock at March 31, 2026 and the estimated beneficial ownership of the Company’s at and after the Offering for:

Unless otherwise noted below, the address for each beneficial owner listed on the table is in care of R3 Enterprise Corp, 235 Ruoff Drive, Paducah, KY 42003. We have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 100,000 shares of our common stock. The Company has authorized and created 7,500,000 shares of Series A Preferred Stock, none of which are issued and outstanding.

The Company has not issued any options, convertible notes, or restricted stock units to include in its calculation of the beneficial ownership information below.

INTEREST OF MANAGEMENT AND
OTHERS IN CERTAIN TRANSACTIONS

The following is a description of each transaction since September 16, 2025 (date of inception of the Company) and each currently proposed transaction in which:

The following also describes certain other transactions of the Company in which our officers and/or directors have a direct or indirect interest.

Issuance of Common Stock

On October 15, 2025, the Company issued 1,000 shares of its no par value per share Common Stock to the Company’s founder, Mr. Gregory K. Rushing, in exchange for $1,000 at a price of $10.00 per share.

On February 19, 2026, the Company issued an additional 1,500 shares of no par value per share Common Stock to the Company’s founder, Mr. Gregory K. Rushing, in exchange for $15,000 at a price of $10.00 per share.

On March 23, 2026, the Company issued 25,000 shares of no par value per share Common Stock to the Gregory K. Rushing 401K Plan, in exchange for $250,000 at a price of $10.00 per share.

On March 23, 2026, the company issued 47,500 shares of no par value per share Common Stock to Gregory K. Rushing in exchange for services provided to the Company.

On March 23, 2026, the company issued 5,000 shares of no par value per share Common Stock to David D. Jones in exchange for services provided to the Company.

Officers and directors of the Company will have other business interests and obligations to other entities.

The Company and/or its respective affiliates, shareholders, members, partners, managers, directors, officers and employees will devote as much time to our affairs as is reasonably required in the judgment of the Company as applicable. Such affiliates, shareholders, members, partners, managers, directors, officers and employees will not be precluded from engaging directly or indirectly in any other business or other activity, including the same type of business as conducted by the Company.

None of the officers and directors of the Company will be required to manage the Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to those relating to the Company, provided that such activities do not otherwise breach their agreements with the Company.

We are dependent on these persons to successfully operate the Company. Their other business interests and activities could divert time and attention from operating the Company.

DESCRIPTION OF SHARES

The Company has authorized 100,000 shares of Common Stock, at no par value per share. There are currently 80,000 shares of Common Stock issued and outstanding.

The Company has also authorized 7,500,000 shares of Series A Preferred Shares, with a par value $1.00 per Share. We are offering up to 7,500,000 Shares at an offering price of $1.00 per share pursuant to this Offering Circular. There are no Preferred Shares issued and outstanding as of the date of this Offering Circular.

Common Stock

Holders of the Company’s Voting Shares are entitled to one (1) vote for each share on all matters submitted to a stockholder vote. The Common Stock does not have cumulative voting rights. Therefore, holders of a majority of the shares of Common Stock voting for the election of directors can elect all of the directors. Holders of the Company’s Common Stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. Holders of the Company’s Common Stock are entitled to share in all dividends that our Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The Company’s Common Stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s Common Stock.

Preferred Shares

The rights, preferences, restrictions and other matters relating to the Series A Preferred Shares are as follows:

Amendment and Protective Provisions. The Company may not amend or repeal the Series A Preferred Stock Amended Certificate of Designations in any manner that would be material and adverse to the Series A holders without the prior written consent of Series A Holders holding a majority of the Series A Preferred Stock then issued and outstanding, in which vote each share of Series A Preferred Stock then issued and outstanding shall have one vote, voting separately as a single class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such Series A Holders, and any such act or transaction entered into without such vote or consent shall be null and void ab initio, and of no force or effect.

Exclusive Forum Provisions

Section 7.4 our Bylaws, “Forum Selection; Attorneys’ Fees” states as follows: 

“Unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) an action asserting a claim arising pursuant to any provision of the KRS, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Kentucky, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. If any action is brought by any party against another party, relating to or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action, provided that the provisions of this sentence shall not apply with respect to “internal corporate claims” as defined in Section 109(b) of the KRS. For purposes of these Bylaws, the term “attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and expenses of counsel to the Company and any other parties asserting a claim as set forth in the initial paragraph of this Section 7.4, which may include printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section 7.4 shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment. Notwithstanding the foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction.”

THIS PROVISION WOULD NOT APPLY TO SUITS BROUGHT TO ENFORCE A DUTY OR LIABILITY CREATED BY THE SECURITIES ACT, THE EXCHANGE ACT, OR ANY OTHER CLAIM FOR WHICH THE U.S. FEDERAL COURTS HAVE EXCLUSIVE JURISDICTION.

This choice of forum provision may limit the ability of a Shareholder to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, a court could find these provisions of our Bylaws to be inapplicable or unenforceable in respect of one or more of the specified types of actions or proceedings, which may require us to incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition. 

Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Special Meeting of Stockholders

Our bylaws provide that a special meeting of our stockholders, other than a special meeting for the election of directors, may be called only by the Board of Directors.

No Classified Board of Directors

Our Board of Directors is not currently divided into classes and consists of two directors who are elected to an indefinite term. The directors’ terms will continue until the election and qualification of the director’s successor, or the director’s earlier death, resignation or removal.

Removal of Directors

Except as may otherwise be provided in connection with rights to elect additional directors under specified circumstances, which may be granted to the holders of any class or series of Preferred Stock, any director may be removed from office only by the affirmative vote of the holders of not less than a majority of the voting power of the issued and outstanding stock entitled to vote, at a special meeting of the stockholders called for that purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the majority affirmative vote of the holders of all of the voting power of the issued and outstanding stock entitled to vote.

Payment Agent; No Transfer Agent; Uncertificated Stock

The Company will not use any transfer agent in connection with this Offering. The Company may use a third-party payment processor to facilitate the transfer of funds to and from Shareholders. Information about transfer of funds is available on the Offering Site. All shares of the Company are uncertificated.

Shares Eligible for Future Sale

Prior to this Offering, there has been no public market for our Shares, and we do not intend to seek to establish one. Prior to the Offering, there are no Shares issued and outstanding. Upon closing of this Offering, if it is fully subscribed, 7,500,000 Shares will be issued and outstanding.

Personal Liability of Directors, Officers, Employees and Stockholders

No incorporator, stockholder, employee, agent, officer, director, parent company, or subsidiary of ours will have any liability for any obligations of ours due to the issuance of any Shares.

Tax Treatment

Shareholders will receive income upon the Company’s redemption of the Shares. At the end of the calendar year, investors will receive such tax forms as the Company is required to provide in accordance with the U.S. Tax Code, which forms will need to be filed by investors pursuant to such Code. Investor’s tax situations will likely vary greatly and all tax and accounting questions should be directed towards a certified public accountant.

ADDITIONAL REQUIREMENTS AND RESTRICTIONS

State Securities – Blue Sky Laws

There is no established public market for our Shares, and we do not intend to list our Shares on any exchange or trading platform. Transfer of our Shares may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our Shares may not be traded in such jurisdictions. Because the securities qualified hereunder have not been registered for resale under the blue sky laws of any state, the holders of such Shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the Shares for an indefinite period of time.

We currently do not intend to and may not be able to qualify securities for resale in states which require the Shares to be qualified before they can be resold by holders of Shares.

LEGAL MATTERS

Certain legal matters regarding the securities being offered by this Offering Circular will be passed upon for us by David D Jones, Esq, San Antonio, TX. We have received an opinion from David D Jones, Esq., regarding the validity of the Shares to be offered pursuant to State and Federal law.

WHERE YOU CAN FIND MORE INFORMATION

We have filed an offering statement on Form 1-A with the SEC under Regulation A of the Securities Act with respect to the Series A shares offered by this offering circular. This offering circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. Statements contained in this offering circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.

We also maintain the Offering Site at www.r3-enterprise.com. After the completion of this Offering, you may access these materials at the Offering Site free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this offering circular and the inclusion of our website address in this offering circular is an inactive textual reference only.

PART III

EXHIBITS

Exhibit Index

None

None

None

None

None

None

None

None

None

None

See 2(b), Amendment to Articles of Incorporation, dated February 9, 2026

None

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paducah, State of Kentucky, on March 31, 2026.

R3 ENTERPRISE CORP.

BY:

/s/ Gregory K. Rushing

Signature

Gregory K. Rushing

Printed Name

President

Title

March 31, 2026

Date

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

David D. Jones, Esq.

Signature

David D Jones, Esq.

Printed Name

Vice President

Title

March 31, 2026

Date

R3 ENTERPRISE CORP. 1-A

Exhibit 2(a)

R3 ENTERPRISE CORP. 1-A

Exhibit 2(b)

R3 ENTERPRISE CORP. 1-A

Exhibit 2(c)

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

R3 ENTERPRISE CORP

The Articles of Incorporation of R3 Enterprise Corp, filed on September 16, 2025 in the State of Kentucky, File Number 1494789.09, are amended as follows:

100,000 Shares of Common Stock at no par value

7,500,000 Shares of Series A Preferred Shares at $1 per shares

This filing will be effective on Monday, March 23, 2026.

I declare under penalty of perjury under the laws of the State of Kentucky that the foregoing is true and correct.

By: Gregory K. Rushing, President,

Chairman and Majority Shareholder

By: David D. Jones, Esq.

Vice President & Secretary

R3 ENTERPRISE CORP. 1-A

Exhibit 2(d)

BYLAWS OF

R3 Enterprise Corp

a Kentucky Corporation

Adopted Effective October 15, 2025

When a determination of stockholders entitled to notice of, or to vote at, any meeting of stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

Adopted and Ratified on October 15, 2025

David D. Jones, Esq.- Secretary

Gregory K. Rushing

President

Gregory K. Rushing

Initial and Sole Shareholder 

R3 ENTERPRISE CORP. 1-A

Exhibit 4(a)

R3 ENTERPRISE CORP.

SUBSCRIPTION AGREEMENT

NOTICE TO INVESTORS

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO PROSPECTIVE INVESTOR IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. IN ADDITION, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH INVESTOR IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY INVESTOR IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS PROVIDED BY THE COMPANY (COLLECTIVELY, THE “OFFERING MATERIALS”), OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between R3ENTERPRISE CORP., a Kentucky corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. This Agreement shall be effective only upon acceptance by the Company. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).

RECITALS

WHEREAS, the Company desires to offer shares of its series A Preferred Stock, par value $1.00 per share (the “Shares”) on a “best efforts” basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Tier 1 offering (the “Offering”), at a purchase price of $1.00 per share (the “Per Share Purchase Price”), for total gross proceeds of up to $7,500,000 (the “Maximum Offering”); and

WHEREAS, the Investor desires to acquire that number of shares of Shares as set forth on the signature page hereto at the purchase price set forth herein; and

WHEREAS, the Offering will terminate on the first to occur of: (i) one year from the date of the Offering Circular as filed with the US Securities and Exchange Commission; or (ii) the date on which the Maximum Offering is sold (in either case, the “Termination Date”).

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. Subscription. 

(a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.

(b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated _____________, 2026 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on______________, 2025 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date.

(c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect.

(d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

2. Payment and Purchase Procedure. The Purchase Price shall be paid simultaneously with Investor’s subscription. Investor shall deliver payment for the aggregate purchase price of the Shares by ACH deposit or by wire transfer to an account designated by the Company in Section 8 below. The Investor acknowledges that, in order to subscribe for Shares, he must fully comply with the purchase procedure requirements set forth in Section 8 below.

3. Representations and Warranties of the Company. The Company represents and warrants to Investor that the following representations and warranties are true and complete in all material respects as of the date of each Closing and shall survive the closing of this transaction: (a) the Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Kentucky. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Shares and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business; (b) The issuance, sale and delivery of the Shares in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Shares, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable; (c) the acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by the Company’s certificate of incorporation, bylaws and the Kentucky Business Corporation Act in general.

4. Representations and Warranties of Investor. By subscribing to the Offering, Investor (and, if Investor is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects, as of the date of each Closing:

(a) Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Subscription Agreement and to carry out the provisions thereof. All actions on Investor’s part required for the lawful subscription to the offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Subscription Agreement will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Company Offering Circular. Investor acknowledges the public availability of the Company’s Offering Circular which can be viewed on the SEC Edgar Database, under the CIK number ____________. This Offering Circular is made available in the Company’s qualified offering statement on SEC Form 1-A, as amended, and was qualified by the SEC on _______ ______, 2026. In the Company’s Offering Circular, it makes clear the terms and conditions of the offering of Shares and the risks associated therewith are described. Investor has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Investor has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Investor acknowledges that except as set forth herein, no representations or warranties have been made to Investor, or to Investor’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(c) Investment Experience; Investor Determination of Suitability. Investor has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of Investor’s investment in the Shares, and to make an informed decision relating thereto. Alternatively, the Investor has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of Investor’s investment in the Shares, and to make an informed decision relating thereto. Investor has evaluated the risks of an investment in the Shares, including those described in the section of the Offering Circular entitled “Risk Factors,” and has determined that the investment is suitable for Investor. Investor has adequate financial resources for an investment of this character. Investor could bear a complete loss of Investor’s investment in the Company.

(d) No Registration. Investor understands that the Shares are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Investor's representations and warranties, and those of the other purchasers of the Shares, in the offering. Investor further understands that, at present, the Company is offering the Shares solely by members of its management. However, the Company reserves the right, in its sole discretion, to engage the services of a broker/dealer who is registered with the Financial Industry Regulatory Authority (“FINRA”). Accordingly, until such FINRA registered broker/dealer has been engaged as a placement or selling agent, the Shares may not be “covered securities” under the National Securities Market Improvement Act of 1996, and the Company may be required to register or qualify the Shares under the securities laws of those states in which the Company intends to offer the Shares. In the event that Shares are so registered or qualified, the Company will notify the Investor and all prospective purchasers of the Shares as to those states in which the Company is permitted to offer and sell the Shares. In the event that the Company engages a FINRA registered broker/dealer as placement or selling agent, and FINRA approves the compensation of such broker/dealer, then the Shares will no longer be required to be registered under state securities laws on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, as the Shares will be “covered securities” under the National Securities Market Improvement Act of 1996. The Investor covenants not to sell, transfer or otherwise dispose of any Shares unless such Shares have been registered under the applicable state securities laws in which the Shares are sold, or unless exemptions from such registration requirements are otherwise available.

(e) Illiquidity and Continued Economic Risk. Investor acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Company has no obligation to list any of the Shares on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. Investor must bear the economic risk of this investment indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor’s entire investment in the Shares.

(f) Stockholder Information. Within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s stockholders. Investor further agrees that in the event it transfers any Shares, it will require the transferee of such Shares to agree to provide such information to the Company as a condition of such transfer.

(h) Valuation; Arbitrary Determination of Per Share Purchase Price by the Company. Investor acknowledges that the Per Share Purchase Price of the Shares to be sold in this offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Investor further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Investor’s investment will bear a lower valuation.

(i) Domicile. Investor maintains Investor’s domicile (and is not a transient or temporary resident) at the address provided with Investors subscription.

(j) Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

(k)  Fiduciary Capacity. If Investor is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Investor has been duly authorized and empowered to execute this Agreement and all other subscription documents. Upon request of the Company, Investor will provide true, complete and current copies of all relevant documents creating the Investor, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.

5. Indemnity. The representations, warranties and covenants made by Investor herein shall survive the closing of this Subscription Agreement. Investor agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of Kentucky, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in McCracken County, Kentucky. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in McCracken County, Kentucky for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the documents included within the Offering Circular), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act and does not apply to claims arising under the federal securities laws. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations.

IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

This Waiver of Jury Trial does not waive compliance with federal securities laws and the rules and regulations promulgated thereunder. Accordingly, this Jury Trial Waiver provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, with confirmation of receipt, on the date of such delivery to the address of the respective parties as follows, if to the Company, to R3 ENTERPRISE CORP. 235 Ruoff Drive, Paducah, KY 42003, Attention: Gregory K. Rushing, Chairman and Chief Executive Officer. If to Investor, at Investor’s address supplied in connection with this subscription, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

8. Purchase Procedure. The Investor acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to the Company: (a) a fully completed and executed counterpart of the Signature Page attached to this Subscription Agreement; and (b) payment for the aggregate Purchase Price in the amount set forth on the Signature Page attached to this Agreement. Payment may be made by either wire transfer or ACH deposit. The Company reserves the right to accept other forms of payment in its sole discretion.

Wire/ACH instructions:

US Bank

For the benefit of:  BLACKWELL 3D CONSTRUCTION CORP. 

9. Miscellaneous. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. Other than as set forth herein, this Subscription Agreement is not transferable or assignable by Investor. The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Investor and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns. None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor. In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement. The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. This Subscription Agreement supersedes all prior discussions and agreements between the parties, if any, with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof. The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person. The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Subscription Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. All notices and communications to be given or otherwise made to Investor shall be deemed to be sufficient if sent by e-mail to such address provided by Investor on the signature page of this Subscription Agreement. Unless otherwise specified in this Subscription Agreement, Investor shall send all notices or other communications required to be given hereunder to the Company by email to info@blackwell3d.com followed by a copy via FedEx or other national overnight courier service. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the e-mail has been sent (assuming that there is no error in delivery). As used in this Section 9, the term “business day” shall mean any day other than a day on which banking institutions in the State of California are legally closed for business. This Subscription Agreement may be executed in one or more counterparts. No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

10. Consent to Electronic Delivery of Notices, Disclosures and Forms. Investor understands and agrees that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports, or other communications (collectively, “Communications”) regarding the Company, the Investor’s investment in the Company and the shares of Common Stock (including annual and other updates and tax documents) shall be delivered by electronic means, such as by e-mail, unless otherwise required by applicable law. Investor hereby consents to electronic delivery as described in the preceding sentence. In so consenting, Investor acknowledges that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. The Investor also acknowledges that an e-mail from the Company may be accessed by recipients other than the Investor and may be interfered with, may contain computer viruses or other defects, and may not be successfully replicated on other systems. Neither the Company, nor any of its respective officers, directors, and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Company Parties”), gives any warranties in relation to these matters. Investor further understands and agrees to each of the following: (a) other than with respect to tax documents in the case of an election to receive paper versions, none of the Company Parties will be under any obligation to provide Investor with paper versions of any Communications; (b) electronic Communications may be provided to Investor via e-mail or a website of a Company Party upon written notice of such website’s internet address to such Investor. In order to view and retain the Communications, the Investor’s computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software capable of viewing and printing a portable document format (“PDF”) file created by Adobe Acrobat. Further, the Investor must have a personal e-mail address capable of sending and receiving e-mail messages to and from the Company Parties. To print the documents, the Investor will need access to a printer compatible with his or her hardware and the required software; (c) if these software or hardware requirements change in the future, a Company Party will notify the Investor through written notification. To facilitate these services, the Investor must provide the Company with his or her current e-mail address and update that information as necessary. Unless otherwise required by law, the Investor will be deemed to have received any electronic Communications that are sent to the most current e-mail address that the Investor has provided to the Company in writing; (d) none of the Company Parties will assume liability for non-receipt of notification of the availability of electronic Communications in the event the Investor’s e-mail address on file is invalid; the Investor’s e-mail or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in the Investor’s computer, browser, internet service or software; or for other reasons beyond the control of the Company Parties; and (e) solely with respect to the provision of tax documents by a Company Party, the Investor agrees to each of the following: (i) if the Investor does not consent to receive tax documents electronically, a paper copy will be provided, and (ii) the Investor’s consent to receive tax documents electronically continues for every tax year of the Company until the Investor withdraws its consent by notifying the Company in writing.

INVESTOR CERTIFIES THAT HE HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE INVESTOR HEREIN IS TRUE AND COMPLETE.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED. THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT, IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON, ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE DOLLAR AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ___ day of _______________, 2026.

ACCEPTED BY: R3 ENTERPRISE CORP.

Signature of Authorized Signatory

Name of Authorized Signatory

Title of Authorized Signatory

Date of Acceptance

R3 ENTERPRISE CORP. 1-A

Exhibit 12(a)

DAVID D. JONES, ESQ.

Attorney and Counsellor at Law

2250 W. Magnolia Avenue

San Antonio, TX 78201

Telephone: (210) 540-1681

Email: djones@drakecompliance.com

March 31, 2026

Board of Directors

R3 Enterprise Corp.

Gentlemen:

We have been requested by R3 Enterprise Corp. a Kentucky corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter set forth in connection with its Offering Statement on Form 1-A (the “Offering Statement”), relating to the qualification of certain securities to be offered by the Company under Regulation A promulgated under the Securities Act of 1933, as amended.

Specifically, this opinion relates to the qualification of the following securities to be offered by the Company:

1.       7,500,000 shares of the Company’s Series A Preferred Stock (the “Shares”)

In connection with this opinion, we have examined the Offering Statement, the Company’s Articles of Incorporation and Bylaws (each as amended to date), copies of the records of corporate proceedings of the Company and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that (a) the 7,500,000 Shares being offered by the Company will, when issued in accordance with the terms set forth in the Offering Statement, be legally issued, fully paid and non-assessable securities of the Company.

Our opinions expressed above are subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Kentucky Revised Statutes (including the statutory provisions and reported judicial decisions interpreting the foregoing).

We hereby consent to the use of this opinion as an exhibit to the Offering Statement and to the reference to our name under the caption “Legal Matters” in the Offering Statement and in the offering circular included in the Offering Statement. We confirm that, as of the date hereof, we own no Shares of the Company.

Very truly yours,

/s/ David D. Jones, Esq.