[NT 10-Q] Skillz Inc. SEC Filing

Rhea-AI Filing Summary

Skillz Inc. notified the SEC that it cannot timely file its Quarterly Report for the period ended June 30, 2025 within the standard 40-day window and is using the five-calendar-day extension available under Rule 12b-25. The company also states it has not yet completed its Annual Report for the year ended December 31, 2024 and its Quarterly Report for the period ended March 31, 2025, and is dedicating resources to finalize those filings.

The company has furnished press releases with preliminary unaudited results for the 2024 year and for the first and second quarters of 2025 but says these preliminary figures are subject to change pending completion of internal procedures, audit work and final adjustments. Contact for this notification is CFO Gaetano Franceschi at 415-762-0511.

Positive

• Preliminary results publicly provided via press releases for the 2024 year and Q1 and Q2 2025, offering investors some near-term visibility
• Company is using the Rule 12b-25 extension and states it is dedicating resources to complete the outstanding filings

Negative

• Annual Report for 2024 and Quarterly Report for March 31, 2025 remain unfiled, indicating repeated reporting delays
• Reliance on preliminary unaudited results that are expressly subject to change pending audit and final adjustments
• Company anticipates significant changes in results for the comparable period, increasing the risk that preliminary figures will be materially revised

Insights

Financial Analyst

TL;DR: Repeated missed filings plus only preliminary results increase reporting uncertainty and raise near-term investor risk.

The company failed to file its Annual Report for the year ended December 31, 2024 and has not filed Quarterly Reports for the periods ended March 31, 2025 and June 30, 2025. Skillz is invoking the five-calendar-day extension under Rule 12b-25 for the June quarter and continues to publish preliminary unaudited results as press releases. From a financial analysis perspective, the combination of delayed audited financials and reliance on preliminary figures reduces transparency, increases the probability of later adjustments to reported results, and may amplify short-term share price volatility and investor uncertainty.

Corporate Governance Expert

TL;DR: Multiple reporting delays signal potential control, resource, or audit coordination issues requiring close oversight.

Two consecutive missed periodic filings including the annual report and subsequent quarterly reports suggest ongoing challenges in completing year-end and interim reporting processes. The company reports furnishing preliminary unaudited results but acknowledges those figures remain subject to change pending audit and final adjustments. Recurrent delays can attract regulatory attention and raise questions about internal controls over financial reporting and the effectiveness of governance and audit committee oversight.

08/12/2025 - 04:12 PM

SEC FILE NUMBER

001-39243

CUSIP NUMBER

83067L208

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-CEN ☐ Form N-CSR

For Period Ended: June 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

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

SKILLZ INC.

Full Name of Registrant

FLYING EAGLE ACQUISITION CORPORATION

Former Name if Applicable

6625 Badura Avenue

Address of Principal Executive Office (Street and Number)

Las Vegas, Nevada 89118

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 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. Skillz Inc. (the “Company”) has determined that it will not be able to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “2025 Q2 Form 10-Q”) within the prescribed 40-day time period for such filing without unreasonable effort or expense. The Company is filing for the five calendar day extension period available under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. As previously reported in the Company’s Notification of Late Filing on Form 12b-25 filed on March 17, 2025 with the Securities and Exchange Commission (“SEC”), the Company was unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Form 10-K”) within the prescribed period because it required additional time to complete the procedures relating to its year-end reporting process. The Company continues to dedicate significant resources to completing the 2024 Form 10-K, the 2025 Q1 Form 10-Q (as defined below) and the 2025 Q2 Form 10-Q and is working diligently to complete the necessary work to file each report as soon as practicable. Although the Company continues to finalize its financial statements for the year ended December 31, 2024, on March 13, 2025, the Company furnished a press release reporting certain preliminary unaudited results for the year ended December 31, 2024 as Exhibit 99.1 to its Current Report on Form 8-K furnished by the Company with the U.S. Securities and Exchange Commission on such date. Information about the Company’s preliminary financial results for the year ended December 31, 2024 compared to the year ended December 31, 2023 was included in such press release. The preliminary unaudited financial results are subject to change pending the completion of the 2024 Form 10-K filing. Actual results may differ from the preliminary financial results and other financial information presented in the press release due to the completion of our internal procedures, the audit of our financial statements, final adjustments and other developments that may arise between now and the time the results are finalized. The Company is also continuing to finalize its unaudited financial statements for the quarter ended March 31, 2025, and on May 8, 2025, the Company furnished a press release reporting certain preliminary financial results for the quarter ended March 31, 2025 as Exhibit 99.1 to its Current Report on Form 8-K furnished by the Company with the U.S. Securities and Exchange Commission on such date. The preliminary financial results are subject to change pending the completion of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “2025 Q1 Form 10-Q”). Actual results may differ from the preliminary financial results and other financial information presented in the press release due to the completion of our internal procedures, the audit of our financial statements, final adjustments and other developments that may arise between now and the time the results are finalized.

PART IV OTHER INFORMATION

(1)

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

Gaetano Franceschi

415

762-0511

(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 ☒ Annual Report on Form 10-K for the fiscal year ended December 31, 2024; Quarterly Report on Form 10-Q for the quarter ended March 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. Although the Company continues to finalize its unaudited financial statements for the quarter ended June 30, 2025, on August 7, 2025, the Company furnished a press release reporting certain preliminary financial results for the quarter ended June 30, 2025 as Exhibit 99.1 to its Current Report on Form 8-K furnished by the Company with the U.S. Securities and Exchange Commission on such date. The preliminary financial results are subject to change pending the completion of the 2025 Q2 Form 10-Q filing. Actual results may differ from the preliminary financial results and other financial information presented in the press release due to the completion of our internal procedures, final adjustments and other developments that may arise between now and the time the results are finalized.

Forward-looking Statements

This Form 12b-25 contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified by words such as “expects,” “intends” or other comparable terminology or by the context in which they are made. These forward-looking statements are estimates reflecting the best judgment of management and reflect our current expectations regarding the filing of the 2024 Form 10-K, the 2025 Q1 Form 10-Q and the 2025 Q2 Form 10-Q. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized. Such risks and uncertainties include, but are not limited to, the risks and uncertainties described in greater detail in our filings with the Securities Exchange Commission. Any forward-looking statements contained herein speak only as of the date of this Form 12b-25 and we undertake no obligation to revise or update any forward-looking statements for any reason, except as required by law.

SKILLZ INC.

(Name of Registrant as Specified in its Charter)

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

Dated: August 12, 2025			By:			/s/ Gaetano Franceschi
			Name:			Gaetano Franceschi
			Title:			Chief Financial Officer

FAQ

Which SKLZ reports are late?

The filing states the Annual Report for the year ended December 31, 2024 and the Quarterly Reports for March 31, 2025 and June 30, 2025 have not been filed on time.

Did Skillz publish any financial results while filings are pending?

Yes. Skillz furnished press releases with preliminary unaudited results for the 2024 year and for the quarters ended March 31, 2025 and June 30, 2025; those results are subject to change.

What regulatory relief did Skillz request?

Skillz filed a Form 12b-25 seeking the five-calendar-day extension available under Rule 12b-25 to file its Quarterly Report for the period ended June 30, 2025.

Does Skillz expect the preliminary results to change materially?

The company indicated it anticipates significant change may be reflected in the final reported results and cautioned preliminary figures may differ from final amounts.

Who is the contact for this notification?

The contact listed is Gaetano Franceschi, Chief Financial Officer, telephone 415-762-0511.