|UNITE D STATES||OMB APPRO V AL|
|SECURITIE S AN D EXCHANG E COMMISSION||OMB Number: . . . . . 3235-0058|
|Washington , D.C . 20549||
E x : pires: October 31, 2018
|Estimated average burden|
|hours per response. . . . . . . . 2.50|
|FOR M 12b-25|
|SEC FILE NUMBER|
|NOTIFICATIO N O F LAT E FILING||CUSIP NUMBER|
|(Check one):||[ ] Form 10-K||[ ] Form 20-F||[ ] Form 11-K||[X] Form 10-Q||[ ] Form 10-D|
|[ ] Form N-SAR||[ ] Form N-CSR|
For Period Ended: March 31, 2018
|[ ] 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: __________________________________________________________|
|Rea d Instructio n (o n bac k page ) Befor e Preparin g Form . Pleas e Prin t o r Type.|
|Nothin g i n thi s for m shal l b e construe d t o impl y tha t th e Commissio n ha s verifie d an y informatio n containe d herein.|
|I f th e notificatio n relate s t o a portio n o f th e filin g checke d above , identif y th e Item(s ) t o whic h th e notificatio n relates:|
PART I — REGISTRANT INFORMATION
Full Name of Registrant: Longfin Corp
Former Name if Applicable:
Address of Principal Executive Office (Street and Number): 17 State Street, Suite 4000,
City, State and Zip Code: New York, NY 10004
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|
|[X]||(b)||The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR 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-Qorsubject 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-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant is in the process of preparing and reviewing its financial information. The process of compiling and disseminating the information required to be included in the Form 10-Q for the relevant fiscal quarter, as well as the completion of the required review of the Registrant’s financial information, could not be completed without incurring undue hardship and expense. The Registrant undertakes the responsibility to file such quarterly report no later than five days after its original due date.
Part IV — Other Information
(1) Name and telephone number of person to contact in regard to this notification
|VENKAT S MEENAVALLI||917||349-9228|
|(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). [X] 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?
[X] 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 registrant expects to report a lower net loss for the current period results of operations of approximately $(7.0) million as compared to approximately $(26.0) million in the prior year period, due to one-time compensation expenses incurred in the 2017 period. The registrant notes that current period results are not directly comparable with the previous year as the prior year period includes results of operations from and after inception on February 1, 2017”.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: 05/14/2018||By||/s/ Venkat S. Meenavalli|
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.
|Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).|
GENERA L INSTRUCTIONS
|1.||Thi s for m i s require d b y Rul e 12b-2 5 (1 7 CF R 240.12b-25 ) o f th e Genera l Rule s an d Regulation s unde r th e Securities Exchang e Ac t o f 1934.|
|2.||On e signe d origina l an d fou r conforme d copie s o f thi s for m an d amendment s theret o mus t b e complete d an d file d with th e Securitie s an d Exchang e Commission , Washington , D.C . 20549 , i n accordanc e wit h Rul e 0- 3 o f th e Genera l Rules an d Regulation s unde r th e Act . Th e informatio n containe d i n o r file d wit h th e for m wil l b e mad e a matte r o f public recor d i n th e Commissio n files.|
|3.||A manuall y signe d cop y o f th e for m an d amendment s theret o shal l b e file d wit h eac h nationa l securitie s exchang e on whic h an y clas s o f securitie s o f th e registran t i s registered.|
|4.||Amendment s t o th e notification s mus t als o b e file d o n For m 12b-2 5 bu t nee d no t restat e informatio n tha t ha s been correctl y furnished . Th e for m shal l b e clearl y identifie d a s a n amende d notification.|
|5.||Electroni c Filers : Thi s for m shal l no t b e use d b y electroni c filer s unabl e t o timel y fil e a repor t solel y du e t o electronic difficulties . Filer s unabl e t o submi t report s withi n th e tim e perio d prescribe d du e t o difficultie s i n electroni c filing shoul d compl y wit h eithe r Rul e 20 1 o r Rul e 20 2 o f Regulatio n S- T (§232.20 1 o r §232.20 2 o f thi s chapter ) o r apply fo r a n adjustmen t i n filin g dat e pursuan t t o Rul e 13(b ) o f Regulatio n S- T (§232.13(b ) o f thi s chapter).|
|6.||Interactive data submissions . This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).|