NT 10-Q Late Filing Notice for Quarter Ended February 28, 2026

NT 10-Q 1 ubuyholdings_nt10q.htm NT 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

| | FORM
12b-25 | SEC
F ILE N UMBER |
| | 33-2533-LA | |
| | | |
| | NOTIFICATION OF LATE FILING | CUSIP
N UMBER |
| | | |

| (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: February 28, 2026 |

| | ☐ | 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

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| |
| UBUYHOLDINGS, INC. |
| |
| Full Name of Registrant |
| |
| 300 Mamaroneck Avenue, Apt. 201 |
| Address of Principal Executive
Office (Street and Number) |
| |
| |
| White Plains, New York 10605 |
| City, State and Zip Code |
| |

PART II—RULE 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.

Not applicable |

PART III—NARRATIVE

State below in reasonable detail
the reason why Forms 10-K, 20-F, 11-K, 10-Q, 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
Quaterly Report on Form 10-Q for the quarter ended February 28, 2026 (the “Report”) by the prescribed date without unreasonable
effort or expense, because the Registrant needs additional time to complete certain disclosures and analyses to be included in the Report.
In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Registrant intends to file the Report
on or prior to the fifth (5th) calendar day following the prescribed due date.

PART IV—OTHER INFORMATION

| (1) | Name and telephone number of person to
contact with regard to this notification | | | | |
| | | | | | |
| | John Tan Honjian | | (646) | | 768-8417 |
| | (Name) | | (Area Code) | | (Telephone Number) |
| | | | | | |
| (2) | Have all other
periodic reports required under Section 13 or 15(d) or 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 reason why
a reasonable estimate of the results cannot be made.

| | UBUYHOLDINGS, INC. | |
| | (Name of Registrant as Specified in Charter) | |

Has caused this notification to be signed on its
behalf by the undersigned heretofore duly authorized.

| Date: April 14, 2026 | By: | /s/
John Tan Honjian | |
| | | Name: | John Tan Honjian |
| | | Title: | Chairman and Chief Executive Officer |

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