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: August 31, 2025
☐ 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 August 31, 2025, (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.
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: October 15, 2025 | By: | /s/ Mohammed Saif Zaveri | |
| | Name: | Mohammed Saif Zaveri | |
| | Title: | Chief Executive Officer | |
