UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING | OMB APPROVAL |
| OMB Number: 3235-0058 | |
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| SEC FILE NUMBER | |
| 001-41209 | |
| CUSIP NUMBER | |
| 81726B108 |
| (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, 2024 | ||
| ☐ 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
| FORMATION MINERALS, INC. |
| Full Name of Registrant |
| P.O. Box 67 |
| Address of Principal Executive Office (Street and Number) |
| Jacksboro, Texas 76458 |
| 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, 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 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, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.
Formation Minerals, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended October 31, 2024 (the “Quarterly Report”) within the prescribed period, because the Company requires additional time to prepare and review its financial statements to ensure adequate disclosure of the financial information required to be included in the Quarterly Report, which delay could not be eliminated by the Company without unreasonable effort and expense.
The Company currently expects to file the Quarterly Report within the 5 calendar day extension period provided by Rule 12b-25.
(Attach Extra Sheets if Needed)
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Scott A. Cox | 972 | 217- 4080 | ||
| (Name) | (Area Code) | (Telephone Number) |
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| (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. |
On December 11, 2023, the Company and the Company’s then wholly owned subsidiary, Formation Minerals Inc., a Nevada corporation (“Merger Sub”), entered into an agreement and plan of merger, as amended as of February 8, 2024 (the “Merger Agreement”), with Verde Bio Holdings, Inc., a Nevada corporation and a growing U.S. energy company engaged in the acquisition and development of high-probability, lower risk onshore oil and gas properties within the major oil and gas plays in the United States (“Verde”), pursuant to which effective at 4:15 p.m., Eastern Time, on May 9, 2024, Merger Sub merged with and into Verde, with Verde surviving as a direct, wholly owned subsidiary of the Company (the “Merger”). Following the Merger, effective at 5:00 p.m., Eastern Time, on May 9, 2024, Verde was merged with and into the Company and ceased to exist and the Company changed its name to “Formation Minerals, Inc.”. The Merger was accounted for as a reverse acquisition because Verde was determined to be the accounting acquirer (legal subsidiary) and the Company was determined to be the legal acquirer (accounting acquiree) under FASB ASC Topic 805, Business Combinations. Under the reverse acquisition accounting, the Merger was treated as Verde issuing equity interests for the net assets of the Company with no goodwill or intangible assets recorded. Accordingly, the Company’s financial statements for the three months ended October 31, 2024 and the corresponding prior year period as well as going forward will be revised to include the financial results of Verde.
As a result of the completion of the Merger, including the accounting treatment of the Merger and general transaction expenses related to the Merger, the Company anticipates a significant change in its results of operations from the corresponding period for the last fiscal year which will be reflected in the consolidated statements of loss to be included in the Quarterly Report. However, due to the delay in the preparation of the financial statements for the three and six months ended October 31, 2024, we are not yet able to quantify the anticipated change in our results of operations for the three and six months ended October 31, 2024.
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| Formation Minerals, 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: December 17, 2024 | By: | /s/ Scott A. Cox | |
| Name: | Scott A. Cox | ||
| (Title) | President, Chief Executive Officer and Chief Financial Officer | ||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001) |
GENERAL INSTRUCTIONS
| 1. | This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. |
| 2. | One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. |
| 3. | A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. |
| 4. | Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. |
| 5. | Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter). |
| 6. | Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter). |
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