Sentient Brands Holdings Inc. - Notification of Late 10-K Filing

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

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

FORM
12b-25

Commission File Number: 001-34861

NOTIFICATION OF LATE FILING

(Check One): ☒ Form
10-K ☐ Form
20-F ☐ Form
11-K ☐ Form
10-Q ☐ Form
N-SAR ☐ Form
N-CAR

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

☐ Transition
Report on Form N-SAR

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

Sentient Brands Holdings Inc.

Full name of registrant

Former name if applicable

30 Gould Street, Suite 61963

Address of principal executive office

Sheridan, WY 82801

City, state and zip code

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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 the 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, 20-F, 11-K, Form N-SAR, 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
the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time
period.

The Company’s Annual Report
on Form 10-K for the annual period ended December 31, 2025, cannot be filed within the prescribed time period because the Company requires
additional time for compilation and review to ensure adequate disclosure of certain information required to be included in the Form 10-K.
The Company’s Annual Report on Form 10-K will be filed on or before the 15 th calendar day following the prescribed due
date.

PART IV

OTHER INFORMATION

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

| George Furlan, CEO | | (646) | | 202-2897 |
| (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 a 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.

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Sentient Brands Holdings
Inc.

Name of Registrant as
Specified in Charter.

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

| Date: March 30, 2026 | By: | /s/ George Furlan |
| | | George Furlan |
| | | Interim Chief Executive Officer |

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