Late Filing Notification - CapForce Inc. Form 10-K

NT 10-K 1 capforceinc_nt10k.htm NT 10-K

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: _______________________ |

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

CapForce Inc.

Full Name of Registrant

Former Name if Applicable

23219 Stringtown Road, Suite 300

Address of Principal Executive Office (Street and Number)

Clarksburg, MD 20871

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-(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 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.

CapForce Inc. (the
“Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for
the year ended December 31, 2025 (the “Form 10-K”). The Company has determined that it is unable to file its Form 10-K
within the prescribed time period without unreasonable effort or expense because of the significant time and resources necessary to conduct valuation and purchase price allocation related
to the Company’s previously disclosed acquisition of iCapX Sdn. Bhd., which in turn delayed the preparation of the Company’s
consolidated financial statements. In addition, as a result of the Company’s size, the Company has
limited internal accounting and finance personnel to assist with review and preparation of its financial statements to ensure
adequate disclosure of the financial information required to be included in the Form 10-K and for the Company’s independent
registered accounting firm to complete its audit procedures. The Company currently expects to file the Form 10-K within the fifteen
calendar day extension period provided by Rule 12b-25.

PART IV - OTHER INFORMATION

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

| | Christian-Laurent Benoit Bonte | | (240) | | 808-8642 |
| | (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 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.

The Company anticipates that significant changes
in the results of operations will be reflected in the Company’s financial statements for the period ended December 31, 2025 as compared
with the comparable period of 2024. The Company is still completing its financial close processes for the year ended December 31, 2025,
and, therefore, a reasonable quantitative estimate cannot be made at this time.

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CapForce 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/ Christian-Laurent Benoit Bonte |
| | Name: | Christian-Laurent Benoit Bonte |
| | Title: | Chief Executive Officer |

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