Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
16 November 2023 - 2:55AM
Edgar (US Regulatory)
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: September 30, 2023
|
☐ |
Transition
Report on Form 10-K |
|
☐ |
Transition
Report on Form 20-F |
|
☐ |
Transition
Report on Form 11-K |
|
☐ |
Transition
Report on Form 10-K |
For
the Transition Period Ended: _____________________________________
Read
Instructions (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
Full
Name of Registrant: |
Sizzle
Acquisition Corp. |
Former
Name if Applicable: |
N/A |
Address
of Principal Executive Office (Street and Number): |
4201
Georgia Avenue NW |
City,
State and Zip Code: |
Washington,
DC 20011 |
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.
The
Registrant is unable to file its Form 10-Q for the quarterly period ended September 30, 2023 within the prescribed time period without
unreasonable effort or expense because the Registrant needs additional time to prepare and finalize the financial statements for the
quarterly period ended September 30, 2023. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period
provided by 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:
Daniel
Lee |
|
202 |
|
846-0300 |
(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.
For
the three months ended September 30, 2023, we had net loss of approximately $0.2 million, which consisted of formation and operating
costs of approximately $0.6 million, Delaware franchise tax of approximately $0.01 million and income tax provision of approximately
$0.1 million, offset by interest income on Trust Account of approximately $0.6 million.
For
the nine months ended September 30, 2023, we had net loss of approximately $0.3 million, which consisted of formation and operating costs
of approximately $1.7 million, Delaware franchise tax of approximately $0.06 million and income tax provision of approximately $0.4 million,
offset by interest income on Trust Account of approximately $1.9 million.
For
the three months ended September 30, 2022, we had net loss of $63,692, which consisted of interest income on Trust Account of $723,707,
offset by formation and operating costs of $594,513, Delaware franchise tax of $55,145 and income tax provision of $137,741.
For
the nine months ended September 30, 2022, we had net loss of $391,426, which consisted of formation and operating costs of $1,000,028,
Delaware franchise tax of $279,018 and income tax provision of $141,151, offset by interest income on Trust Account of $1,028,771.
The
amounts reported above are still under review by the Registrant’s independent registered public accounting firm and accounting
staff and may differ once reported in the Form 10-Q to be filed by the Registrant.
|
Sizzle
Acquisition 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 15, 2023 |
By: |
/s/
Daniel Lee |
|
|
Daniel
Lee |
|
|
Chief
Financial Officer |
3
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