Trans American Aquaculture (NASDAQ: GRPS) notifies late Q1 filing

Rhea-AI Filing Summary

Trans American Aquaculture, Inc. submitted a Form 12b-25 notifying the SEC of a late Form 10-Q for the period ended March 31, 2026. The company states it "has been unable to complete the review process with the auditor." The notice is signed by Adam Thomas, Chief Executive Officer, dated May 15, 2026. The filing also indicates the Annual Report on Form 10-K for the year ended December 31, 2025 has not been filed.

Key Figures

Period Ended: March 31, 2026 Form Type Filed: Form 12b-25 Unsigned Notice Date: May 15, 2026 +2 more

5 metrics

Period Ended March 31, 2026 Form 10-Q period end

Form Type Filed Form 12b-25 Notification of late filing submitted to SEC

Unsigned Notice Date May 15, 2026 Signature date by CEO Adam Thomas

Prior Annual Report Form 10-K for year ended December 31, 2025 Annual report remains unfiled per the notice

Contact Telephone (972) 358-6037 Contact listed on the Form 12b-25

Key Terms

Rule 12b-25, Notification of Late Filing, prescribed due date

3 terms

Rule 12b-25 regulatory

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

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.

Notification of Late Filing regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

A notification of late filing is a formal public statement that a company failed to submit a required regulatory report (for example, quarterly or annual financial statements) by the deadline. It matters to investors because missed filings can signal accounting, operational, or governance problems, may lead to fines or trading restrictions, and increases uncertainty about the company's transparency—like a public “we missed the deadline” flag that raises risk for shareholders.

prescribed due date regulatory

"will be filed on or before the fifteenth calendar day following the prescribed due date"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 000-56640

(Check One):

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

For Period Ended: March 31, 2026

☐ 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 Instruction (on back page) 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, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, 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 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

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
	Annual Report on Form 10-K for year ended December 31, 2025.
(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

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: May 15, 2026	By /s/ Adam Thomas
	Adam Thomas, Chief Executive Officer

3

FAQ

Why did Trans American Aquaculture (GRPS) file a Form 12b-25?

They filed a Form 12b-25 to notify the SEC of a late periodic report due to an incomplete auditor review. The company states it "has been unable to complete the review process with the auditor," delaying the Form 10-Q for March 31, 2026.

Which report is delayed for Trans American Aquaculture (GRPS)?

The delayed report is the Form 10-Q for the period ended March 31, 2026. The notice also shows the Annual Report on Form 10-K for the year ended December 31, 2025 remains unfiled.

When did Trans American Aquaculture sign the late-filing notice?

The Form 12b-25 notice was signed by CEO Adam Thomas on May 15, 2026. That date appears on the signature block of the submitted notification.

Does the Form 12b-25 state when the company will file the missing reports?

The filing does not provide a specific filing date for the delayed reports. It attributes the delay to the unfinished review with the auditor but gives no deadline in the excerpt.

Who can be contacted about this filing for Trans American Aquaculture (GRPS)?

The contact listed is Adam Thomas with telephone (972) 358-6037. That contact appears in the Form 12b-25 signature/contact block in the submission.