Blackwell 3D Construction Corp. (BDCC) seeks five-day Rule 12b-25 extension for 10-Q

Rhea-AI Filing Summary

Blackwell 3D Construction Corp. notified the SEC it cannot timely file its Quarterly Report on Form 10-Q for the period ended February 28, 2026 due to delays compiling and reviewing financial statement information. The company expects to file within the five calendar days extension permitted under Rule 12b-25. The notification is dated April 13, 2026.

Insights

Corporate Governance Analyst

Routine late filing with a short Rule 12b-25 extension request.

The filing states the company delayed completion of financial statement compilation and review for the period ended February 28, 2026, and intends to use the five-calendar-day extension under Rule 12b-25. This is an administrative timing matter rather than a disclosed operational or financial restatement.

Watch for the subsequent Form 10-Q submission to confirm whether figures changed materially; the notification does not state anticipated changes to results.

Key Figures

Reporting period: February 28, 2026 Extension period: five calendar days Notification date: April 13, 2026 +1 more

4 metrics

Reporting period February 28, 2026 period ended for the delayed Form 10-Q

Extension period five calendar days permitted under Rule 12b-25 for quarterly reports

Notification date April 13, 2026 date the 12b-25 notice was signed

Contact telephone +1 (702) 718-0807 contact for this notification

Key Terms

Rule 12b-25, Form 10-Q, Notification of Late Filing

3 terms

Rule 12b-25 regulatory

"expects to file the Quarterly Report within the extension period of five calendar days permitted under Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"unable to file its Quarterly Report on Form 10-Q for the period ended February 28, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Notification of Late Filing regulatory

"FORM 12b-25 Commission File Number: 000-54452 NOTIFICATION OF LATE FILING"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 000-54452

NOTIFICATION OF LATE FILING

☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: February 28, 2026

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form N-SAR
	For the Transition Period Ended: _______________________________________

Nothing in this form shall be construed to imply that the Commission

has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

Full name of registrant	Blackwell 3D Construction Corp.
Former name if applicable
Address of principal executive office	706-12 Bayswater Bay By Omniyat,
City, state and zip code	Business Bay, Dubai 00000 United Arab Emirates

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

Blackwell 3D Construction Corp. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended February 28, 2026, (the “Quarterly Report”) within the prescribed time period without unreasonable effort and expense, due to delays in compiling and reviewing certain information required to finalize its financial statements to be filed as part of the Form 10-Q. The Company currently expects to file the Quarterly Report within the extension period of five calendar days permitted under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Mohammed Saif Zaveri		+1 (702)		718-0807
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☒ Yes     ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes     ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. 

2

Blackwell 3D Construction Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: April 13, 2026	By:	/s/ Mohammed Saif Zaveri
	Name:	Mohammed Saif Zaveri
	Title:	Chief Executive Officer

3

FAQ

Why did Blackwell 3D Construction Corp. (BDCC) file a Form 12b-25?

They filed to notify the SEC of a short delay in filing their Form 10-Q due to delays compiling and reviewing financial statements. The company said it needs additional time to finalize required financial statement information for the period ended February 28, 2026.

How long of an extension did BDCC request under Rule 12b-25?

BDCC expects to use the five-calendar-day extension allowed under Rule 12b-25 for quarterly reports. The filing explicitly states it expects to file the Form 10-Q within the five calendar days permitted by the rule.

Does the Form 12b-25 state BDCC expects material changes to results?

No. The notification does not state an anticipated significant change in results for the period versus last year. The company left the corresponding question unanswered in narrative detail about changes to operations or earnings.

When was the 12b-25 notification signed for BDCC?

The notice was signed and dated April 13, 2026 by Mohammed Saif Zaveri, Chief Executive Officer. The filing provides his name and a contact telephone number for follow-up.

What should investors expect next from BDCC after this filing?

Investors should expect the company to file the delayed Form 10-Q within the five-calendar-day extension. The notification does not disclose whether financial figures will change; the upcoming 10-Q will provide complete results.