Late 10-K notice for Trans American Aquaculture (GRPS) - auditor review delay

Rhea-AI Filing Summary

Trans American Aquaculture, Inc. submitted a Form 12b-25 notification that its annual report on Form 10-K for the period ended December 31, 2025 will be filed late because the company "has been unable to complete the review process with the auditor."

Key Figures

Commission File Number: 000-56640 Period Ended: December 31, 2025 Notification Date: March 31, 2026

3 metrics

Commission File Number 000-56640 Form 12b-25 cover line

Period Ended December 31, 2025 Subject reporting period for the delayed Form 10-K

Notification Date March 31, 2026 Date the Form 12b-25 was signed by the CEO

Key Terms

Form 12b-25, Rule 12b-25, review process with the auditor

3 terms

Form 12b-25 regulatory

"NOTIFICATION OF LATE FILING (Check One) Form 10-K"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

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.

review process with the auditor financial

"The Company has been unable to complete the review process with the auditor."

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

Commission File Number 000-56640

NOTIFICATION OF LATE FILING

(Check One):

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

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K	☐ Transition Report on Form 10-Q
☐ Transition Report on Form 20-F	☐ Transition Report on Form N-SAR
☐ Transition Report on Form 11-K

For the Transition Period Ended:

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

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	Trans American Aquaculture, Inc.
Former Name if Applicable
Address of principal executive office	1022 Shadyside Lane,
City, State and Zip Code	Dallas, Texas 75223

Part II- Rules 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 portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 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 the form 10-K, 11-K, 20-F, 10-Q or N-SAR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets of needed.)

The Company has been unable to complete the review process with the auditor.

Part IV- Other Information

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

	Adam Thomas	(972)	358-6037
	(Name)	(Area Code)	(Telephone No.)

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.

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Trans American Aquaculture, Inc.

(Name of Registrant as specified in charter)

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

Date: March 31, 2026	By	/s/ Adam Thomas
		Adam Thomas, Chief Executive Officer

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FAQ

Why did GRPS file a Form 12b-25 for the period ended December 31, 2025?

The company filed the Form 12b-25 because it could not complete its audit review. The notification states the review process with the auditor remains incomplete and the company is seeking relief under Rule 12b-25.

When was the Form 12b-25 for GRPS signed and by whom?

The notification was signed on March 31, 2026 by Adam Thomas, Chief Executive Officer. The signature certifies the company caused the notification to be filed on its behalf.

Does the Form 12b-25 state when the delayed 10-K will be filed?

The notification does not state a specific new filing date. It explains the delay relates to completing the auditor's review and invokes Rule 12b-25 to permit a short extension to file the required report.

Did GRPS indicate any expected change in reported results in the delayed 10-K?

The company answered No to the question about anticipated significant changes in results of operations for the subject period, indicating it does not expect materially different earnings disclosures in the delayed report.

Has GRPS filed other periodic reports over the prior 12 months?

The notification indicates Yes, all other periodic reports required under Section 13 or 15(d) were filed during the preceding 12 months, per the check-box response included in the form.