PowerDyne (PWDY) delays 2025 Form 10-K; plans April 15, 2026 filing

Rhea-AI Filing Summary

PowerDyne International, Inc. notified the SEC that it cannot file its Annual Report on Form 10-K for the year ended December 31, 2025 by the smaller-reporting-company deadline of March 31, 2026 due to delays completing financial statements and the independent auditor's review. The company states it anticipates filing the Annual Report no later than the fifteenth calendar day following the prescribed due date, April 15, 2026.

Key Figures

Period ended: December 31, 2025 Prescribed filing deadline: March 31, 2026 Anticipated filing date: April 15, 2026 +2 more

5 metrics

Period ended December 31, 2025 Annual Report period end

Prescribed filing deadline March 31, 2026 smaller reporting company deadline

Anticipated filing date April 15, 2026 fifteenth calendar day following prescribed due date

Annual report years referenced 2025 and 2024 financial statements being compiled

Contact telephone 401-739-3300 company contact provided on the form

Key Terms

Rule 12b-25, Form 10-K, smaller reporting company

3 terms

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.

Form 10-K regulatory

"unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

smaller reporting company regulatory

"filing deadline applicable to smaller reporting companies"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(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: December 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

☐ 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

POWERDYNE INTERNATIONAL, INC.

Full Name of Registrant

Former Name if Applicable

45 Main Street

Address of Principal Executive Office (Street and Number)

North Reading, MA 01864

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 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 Form 10-K and Form 10-KSB, 20-F, 11-K, Form 10-Q and Form 10-QSB, N-SAR, or the transition report or portion thereof could not be filed within the prescribed period.

Powerdyne International, Inc. (the “Registrant”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2025, and 2024 (the “Annual Report”) by the March 31, 2026, filing deadline applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Annual Report. As a result, the Registrant is still in the process of compiling the required information to complete the Annual Report, and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the period ended December 31, 2025, and 2024, to be incorporated in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date, which is April 15, 2026.

PART IV - OTHER INFORMATION

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

James F. O’Rourke		401		739-3300
(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 reports) 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 ☒

2

POWERDYNE INTERNATIONAL, INC.

(Name of Registrant as Specified in Charter)

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

Date:	March 31, 2026	By:	/s/ James F. O’Rourke
		Name:	James F. O’Rourke
		Title:	CEO

3

FAQ

Why did PowerDyne (PWDY) file a Form 12b-25?

PowerDyne filed Form 12b-25 because it could not complete audited financial statements and related disclosures in time. The company cites a delay in compiling financials and needs additional time for its independent registered public accounting firm's review before filing the Form 10-K.

When does PWDY expect to file the delayed 2025 Form 10-K?

PowerDyne expects to file the Annual Report by the fifteenth calendar day after the missed deadline, which is April 15, 2026. That date is stated as the target for completing the required financial statements and auditor review.

Does the Form 12b-25 indicate material changes to PowerDyne's results?

The filing does not state material changes to results of operations. The form asks whether significant changes are anticipated and the company left that response blank in the excerpt; no earnings or material-change figures are provided in the notification.

What does the March 31, 2026 deadline mean for smaller reporting companies like PWDY?

March 31, 2026 is the prescribed filing deadline referenced for smaller reporting companies. PowerDyne states it missed that deadline and is relying on Rule 12b-25 relief to extend the filing window to April 15, 2026 to complete disclosures and auditor review.