Onfolio Holdings, Inc NT 10-Q, filed May 14, 2024
Onfolio Holdings, Inc (ONFO)
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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FORM 12b-25
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| NOTIFICATION OF LATE FILING |
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| (Check one): | ☐ | Form 10-K | ☐ | Form 20-F | ☐ | Form 11-K | ☒ | Form 10-Q | ☐ | Form 10-D | ☐ | Form N-CEN | ☐ | Form N-CSR |
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| For Period Ended: March 31, 2024 | |||
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| ☐ | Transition Report on Form 10-K | ||
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| ☐ | Transition Report on Form 20-F | ||
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| ☐ | Transition Report on Form 11-K | ||
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| ☐ | Transition Report on Form 10-Q | ||
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| For the Transition Period Ended: ________________________________ | |||
| Read Instructions (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. |
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| If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: |
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| PART I — REGISTRANT INFORMATION |
| Onfolio Holdings Inc. |
| Full Name of Registrant. |
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| Former Name if Applicable |
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| 1007 North Orange Street, 4th Floor |
| Address of Principal Executive Office (Street and Number) |
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| Wilmington, Delaware, 19801 |
| City, State and Zip Code: |
| PART II — RULES 12b-25(b) AND (c) |
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| 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; |
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| (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 | |
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| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
| PART III — NARRATIVE |
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| 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. (Attach extra Sheets if Needed) |
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| As previously disclosed in a Current Report on Form 8-K filed with the Commission on May 3, 2024, Onfolio Holdings Inc. (the “Company”) dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm. The Company’s audit committee unanimously approved the decision to dismiss BF Borgers. As noted in the Commission’s Staff Statement on Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, which was disseminated by the SEC on May 3, 2024, BF Borgers is not currently permitted to appear or practice before the Commission. On May 14, 2024, the Company’s audit committee unanimously approved the engagement of Astra Audit & Advisory, LLC (“Astra”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 cannot be filed within the prescribed time period because the Company requires additional time prepare and review its financial statements to insure adequate disclosure of the financial information required to be included in the Form 10-Q. The Company’s Quarterly Report on Form 10-Q will be filed on or before the 5th 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 | ||||||||
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| Dominic Wells, Chief Executive Officer |
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| 990-6920 | ||||
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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 ☐ | |||||||||
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| (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 ☒ | |||||||||
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| Onfolio Holdings Inc. | |||||
| (Name of Registrant as Specified in Charter) | |||||
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| has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. | |||||
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| Date: | May 14, 2024 |
| By: | /s/ Dominic Wells |
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| Dominic Wells, Chief Executive Officer |
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