Kinetic Seas (KSEZ) delays 2025 10-K after auditor transition (NT 10-K)

Rhea-AI Filing Summary

Kinetic Seas Incorporated submitted a Form 12b-25 notifying the SEC that it cannot file its Form 10-K for the fiscal year ended December 31, 2025 on time. The company says the delay stems from a transition to a new independent registered public accounting firm and the time needed to obtain and reconcile prior-period records. Kinetic Seas expects to complete the audit and file the Form 10-K within the extension period permitted under Rule 12b-25.

Key Figures

Fiscal period end: December 31, 2025 Extension window (annual reports): 15 calendar days Extension window (quarterly reports): 5 calendar days +1 more

4 metrics

Fiscal period end December 31, 2025 fiscal year ended

Extension window (annual reports) 15 calendar days Rule 12b-25 permitted filing extension for annual reports

Extension window (quarterly reports) 5 calendar days Rule 12b-25 permitted filing extension for quarterly reports

Form filed date March 30, 2026 date Form 12b-25 was signed

Key Terms

Rule 12b-25, Form 10-K, independent registered public accounting firm, reconcile historical financial information

4 terms

Rule 12b-25 regulatory

"expects to file its Form 10-K within the extension period permitted under Rule 12b-25"

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 to complete its Form 10-K within the prescribed time period"

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.

independent registered public accounting firm financial

"transitioned its accounting functions to a new independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reconcile historical financial information financial

"required sufficient time to obtain, review, and reconcile historical financial information"

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: 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

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

KINETIC SEAS INCORPORATED

Full Name of Registrant

Former Name if Applicable

1501 E. Woodfield Rd., Suite 114E

Address of Principal Executive Office (Street and Number)

Schaumburg, IL 60173

City, State, 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, 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.

Kinetic Seas Incorporated requires additional time to complete and finalize its financial statements and related disclosures for the fiscal year ended December 31, 2025.

During the reporting period, the Company transitioned its accounting functions to a new independent registered public accounting firm. In connection with this transition, the new accounting firm required sufficient time to obtain, review, and reconcile historical financial information and supporting documentation from the Company’s prior accounting firm.

The delay in receiving complete prior-period information and supporting records from the former accounting firm, combined with the time required for the new accounting firm to complete its audit procedures and ensure the accuracy and completeness of the Company’s financial statements, could not be eliminated without unreasonable effort or expense.

As a result of these circumstances, the Company has been unable to complete its Form 10-K within the prescribed time period. The Company is working diligently with its new accounting firm to finalize the audit and expects to file its Form 10-K within the extension period permitted under Rule 12b-25.

PART IV - OTHER INFORMATION

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

Edward Honour		(202)		570-0557
(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
(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.

See above narrative.

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KINETIC SEAS INCORPORATED

(Name of Registrant as Specified in Charter)

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

Date: March 30, 2026	By:	/s/ Edward Honour
	Name:	Edward Honour
	Title:	Chief Executive Officer

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FAQ

Why did Kinetic Seas (KSEZ) file a Form 12b-25 for its 2025 Form 10-K?

Kinetic Seas delayed filing due to an accounting firm transition and incomplete prior-period records. The new auditor required time to obtain and reconcile historical financial information from the prior accounting firm, delaying completion of audit procedures and final financial statements for the year ended December 31, 2025.

When does Rule 12b-25 allow Kinetic Seas to file the delayed Form 10-K?

Rule 12b-25 permits an extension of filing the annual report up to the fifteenth calendar day after the prescribed due date. The company states it expects to file within the extension period permitted under Rule 12b-25.

Has Kinetic Seas missed any other periodic reports in the last 12 months?

According to the notice, all other required periodic reports for the preceding 12 months have been filed. The Form 12b-25 response marks the 10-K as the single delayed filing due to the audit transition.

Who signed the Form 12b-25 for Kinetic Seas and when?

The notice was signed by Edward Honour, Chief Executive Officer, and dated March 30, 2026. The filing provides the CEO's contact telephone number for follow-up.

Does the Form 12b-25 indicate anticipated material changes to results of operations?

The company answered the question about significant changes in results with reference to the narrative; no quantitative anticipated change is provided in the notice. The narrative focuses on audit timing, not earnings estimates.