Panamera Holdings Corp (PHCI) files notice of late Form 10-Q

Rhea-AI Filing Summary

Panamera Holdings Corp filed a notification that it will be late filing its Quarterly Report on Form 10-Q for the quarter ended October 31, 2025. The company reports a delay in obtaining and compiling information required for the Form 10-Q, which also did not allow sufficient time for its auditors to perform their review.

Relying on Rule 12b-25 under the Securities Exchange Act of 1934, Panamera Holdings Corp states that it expects to file the Form 10-Q no later than the fifth calendar day following the prescribed due date.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC FILE NUMBER

000-55569

CUSIP NUMBER

[                      ]

NOTIFICATION OF LATE FILING

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

	For Period Ended October 31, 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
	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

Panamera Holdings Corp

Full Name of Registrant

N/A

Former Name if Applicable

2000 West Loop South, Suite 1820

Address of Principal Executive Office (Street and Number)

Houston TX 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 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, 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 of 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 Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant could not complete the filing of its Quarterly Report on Form 10-Q for the quarter ended October 31, 2025 due to a delay in obtaining and compiling information required to be included in its Form 10-Q, which delay could not be eliminated by Registrant without unreasonable effort and expense. This delay did not allow time for the auditors to perform their review. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, Registrant will file its Form 10-Q no later than the fifth calendar day following the prescribed due date.

PART IV - OTHER INFORMATION

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

T. Benjamin Jennings		713		878-7200
(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

2

Panamera Holdings 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	December 15, 2025	By	/s/ T. Benjamin Jennings
			T. Benjamin Jennings
			President, Chief Executive Officer and Director (Principal Executive Officer)

3

FAQ

Why did Panamera Holdings Corp (PHCI) file a Form 12b-25 NT 10-Q?

Panamera Holdings Corp filed the notification because it could not complete its Quarterly Report on Form 10-Q due to a delay in obtaining and compiling information required for the filing, and this delay also prevented its auditors from completing their review.

Which period does the delayed Form 10-Q of Panamera Holdings Corp (PHCI) cover?

The delayed Quarterly Report on Form 10-Q covers the quarter ended October 31, 2025.

When does Panamera Holdings Corp (PHCI) expect to file the delayed Form 10-Q?

Under Rule 12b-25, Panamera Holdings Corp states that it will file its Form 10-Q no later than the fifth calendar day following the prescribed due date.

Does the filing mention the role of auditors in the Panamera Holdings Corp (PHCI) delay?

Yes. The company states that the delay in obtaining and compiling required information did not allow time for its auditors to perform their review of the Form 10-Q.

Who signed the late filing notification for Panamera Holdings Corp (PHCI)?

The notification was signed by T. Benjamin Jennings, who is identified as President, Chief Executive Officer and Director (Principal Executive Officer).

What rule does Panamera Holdings Corp (PHCI) rely on for its late Form 10-Q filing?

The company relies on Rule 12b-25 of the Securities Exchange Act of 1934, which allows a short extension for certain reports when they cannot be filed without unreasonable effort or expense.