Houston American (HUSA) delays Q3 2025 10-Q amid reverse acquisition

Houston American Energy Corp. filed a Notification of Late Filing stating it will submit its Quarterly Report on Form 10-Q for the period ended September 30, 2025 after the prescribed date allowed under Rule 12b-25.

Rhea-AI Filing Summary

Houston American Energy Corp. filed a Notification of Late Filing stating it will submit its Quarterly Report on Form 10-Q for the period ended September 30, 2025 after the prescribed date allowed under Rule 12b-25. The company cites the complexity of preparing consolidated financial statements and notes following a July 2025 share exchange agreement, along with the need for additional time to complete XBRL interactive data, as key reasons for the delay. Management emphasizes the need for thorough and accurate financials, edgarization and XBRL processing and indicates it is working diligently to complete the filing within the Rule 12b-25 extension window. The company also expects a significant change in results of operations for the quarter ended September 30, 2025 compared to the three and six months ended March 30, 2025 and June 30, 2025 due to accounting for the share exchange as a reverse acquisition.

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Houston American delays its Q3 2025 10-Q tied to a reverse acquisition.

Houston American Energy Corp. has notified the market that its Form 10-Q for the quarter ended September 30, 2025 will be filed late under Rule 12b-25. The company attributes the delay to the complexities of preparing consolidated financial statements and notes arising from a July 2025 share exchange agreement, which is being accounted for as a reverse acquisition, and to the added work required to complete XBRL interactive data.

The filing states that management believes additional time is necessary to ensure complete, thorough and accurate financial statements, edgarization and XBRL processing. Under Rule 12b-25, this process provides a short, defined extension period rather than an open-ended delay, which helps maintain reporting continuity while the post-transaction financial reporting is finalized.

The company also discloses that it expects a significant change in results of operations for the quarter ended September 30, 2025 compared to the three and six months ended March 30, 2025 and June 30, 2025 because the share exchange was treated as a reverse acquisition and the financials reflect the assets acquired and liabilities assumed. The actual direction and magnitude of these changes will only be clear once the Form 10-Q is filed.

FAQ

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Why did Houston American Energy Corp. (HUSA) file a Form 12b-25 for its Q3 2025 10-Q?

Houston American Energy Corp. filed a Form 12b-25 because it requires additional time to finalize and review its consolidated financial statements for the quarter ended September 30, 2025. The company cites the complexities from a July 2025 share exchange agreement and the need to complete interactive data in XBRL format as reasons for the delay.

What transaction is affecting HUSAs Q3 2025 financial reporting?

The company refers to a share exchange relating to a share exchange agreement entered into in July 2025. This share exchange was accounted for as a reverse acquisition, and the financial statements reflect the assets acquired and liabilities assumed as a result of this reverse acquisition.

What period does the delayed Form 10-Q for Houston American Energy Corp. cover?

The delayed Form 10-Q covers the quarterly period ended September 30, 2025. The Form 12b-25 states that this is the Quarterly Report for which Houston American Energy Corp. is seeking additional time to complete.

Does Houston American Energy Corp. expect a change in results of operations for Q3 2025?

Yes. The company states that it expects to report a significant change in results of operations for the quarter ended September 30, 2025 compared to the three and six months ended March 30, 2025 and June 30, 2025, due to the reverse acquisition accounting for the share exchange agreement.

How does the reverse acquisition impact HUSAs financial statements?

Because the share exchange agreement was accounted for as a reverse acquisition, the financial statements reflect the assets acquired and liabilities assumed from that transaction. This accounting treatment is the stated reason for the expected significant change in results of operations for the quarter ended September 30, 2025.

What specific technical work did HUSA cite as contributing to the filing delay?

The company notes that it will be unable to complete certain financial information in interactive data format in XBRL without unreasonable effort or expense. Management also highlights the need to ensure thorough edgarization and XBRL processing for the Quarterly Report.

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Accepted by SEC EDGAR 11/14/2025 - 08:06 PM Learn about SEC filing dates

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: . . . . . 3235-0058
Washington, D.C. 20549	Expires: November 21, 2025
	Estimated average burden hours
FORM 12b-25	per response. . . . . . . . 2.50
NOTIFICATION OF LATE FILING

SEC FILE NUMBER

1-32955

CUSIP NUMBER

44183U308

(Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: September 30, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ 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.

PART I — REGISTRANT INFORMATION

HOUSTON AMERICAN ENERGY CORP.

Full Name of Registrant

Former Name if Applicable

1300 Post Oak Blvd., Suite 1305
Address of Principal Executive Office (Street and Number)

Houston, Texas 77056

City, State and Zip Code

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 reason 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 (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.

Houston American Energy Corp. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (the “Quarterly Report”). The Company requires additional time to finalize and review its consolidated financial statements due to a combination of factors, including the complexities of the preparation of such financial statements and accompanying notes resulting from the share exchange relating to a share exchange agreement entered into by the Company in July 2025 (the “Share Exchange Agreement”), and because the Company will be unable to complete certain financial information in the Quarterly Report in interactive data format in eXtensible Business Reporting Language (“XBRL”) without unreasonable effort or expense. Management deems it necessary that additional time be taken in order to ensure that complete, thorough and accurate financials, edgarization and XBRL processing of the Quarterly Report can be completed. The Company is working diligently to complete the Quarterly Report as soon as possible on or before the prescribed due date provided 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

Lucie Harwood		(713)		322-8818
(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 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.

The Company expects to report a significant change in results of operations for the quarter ended September 30, 2025, compared to the three and six months ended March 30, 2025 and June 30, 2025. As the Share Exchange Agreement was accounted for as a reverse acquisition, the financials reflect the assets acquired and liabilities assumed as a result of the reverse acquisition.

HOUSTON AMERICAN ENERGY CORP.

(Name of Registrant as Specified in Charter)

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

Date	November 14, 2025		By:	/s/ Lucie Harwood
				Lucie Harwood
				Chief Financial Officer