NT 10-K Late Filing Notice - Gaucho Group Holdings

NT 10-K 1 formnt10-k.htm NT 10-K

| UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
12b-25 | OMB
APPROVAL |
| OMB
Number: 3235-

0058

Estimated
average

burden

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per response ....

2.50 | |
| | |
| NOTIFICATION
OF LATE FILING | SEC
FILE NUMBER |
| | |
| | |
| | CUSIP
NUMBER |

| (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
Transition Period Ended: __________________ | |

| 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

| Gaucho
Group Holdings, Inc. |
| Full
Name of Registrant |

| Algodon Wines & Luxury Development Group, Inc. |
| Former
Name if Applicable |

| 1111
Lincoln Road, Suite 500 |
| Address
of Principal Executive Office (Street and Number) |

| Miami,
FL 33139 |
| 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.

Gaucho
Group Holdings, Inc. (the “Company”) is unable to file, without unreasonable effort or expense, its Annual Report on
Form 10-K for the year ended December 31, 2025 within the prescribed time period. As previously disclosed in its Current Report on
Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 12, 2024, on the same day, the Company
filed a voluntary petition (the “Chapter 11 Reorganization”) in the United States Bankruptcy Court for the Southern
District of Florida seeking relief under Chapter 11 of Title 11 of the United States Code . On June 16, 2025, the Company
successfully emerged from Chapter 11 under court approval. The Company is working with its auditors and other
professionals to begin review of the financial statements and preparation of the Company’s Forms 10-K for the fiscal years ended December 31, 2024 and December 31, 2025, as well as its 10-Q filings for March 31, 2025, June
30, 2025, and September 30, 2025 and therefore cannot file the December 31, 2025 Annual
Report on or before the March 31, 2026 due date without unreasonable effort or expense.

PART
IV — OTHER INFORMATION

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

| Scott
L. Mathis | | 212 | | 739-7700 |
| (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 ☒ |
| | 2024 Annual Report on Form 10-K |
| | 2025 Quarterly Report on Form 10-Q for March 31, 2025 |
| | 2025 Quarterly Report on Form 10-Q for June 30, 2025 |
| | 2025 Quarterly Report on Form 10-Q for September 30, 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.

Cautionary
Statements Regarding Forward-Looking Statements

This
Notification of Late Filing on Form 12b-25 on includes forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “may,” “plans,” “projects,” “will,” “would”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. Forward-looking statements contained in this Notification of Late Filing on Form 12b-25 include, but are not limited
to, statements regarding the process of the Chapter 11 Reorganization, the Company’s ability to improve its cost structure, capital structure,
and liquidity position, and statements about the Company’s unaudited cash, cash equivalents and marketable securities. These statements
are based on management’s current expectations, and actual results and future events may differ materially due to risks and uncertainties,
including, without limitation, the
Company’s financial projections and cost estimates; the Company’s ability to raise funds; the Company’s ability to sell any of its assets; and the effect of the Chapter 11 Reorganization on the Company’s
business prospects, financial results and business operations. These and other factors that may affect the Company’s future business
prospects, results and operations are identified and described in more detail in the Company’s filings with the SEC, including
the Company’s most recent Quarterly Report filed on Form 10-Q. The Company may not actually achieve the plans, intentions or expectations
disclosed in its forward-looking statements. No undue reliance should be placed on these forward-looking statements, which speak only
as of the date of this Form 12b-25. Except as required by applicable law, the Company does not intend to update any of the forward-looking
statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated
events.

| 2 |

| Gaucho
Group Holdings, 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/
Scott L. Mathis |
| | | | | Scott
L. Mathis, President & CEO |

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.

| 3 |