UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
|
OMB
APPROVAL |
OMB
Number: 3235-0058
Expires:
September 30, 2028
Estimated average burden
hours
per response 2.50 |
SEC FILE NUMBER
000-53336
|
CUSIP
NUMBER
813924107
|
| (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: September 30, 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
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
Adapti,
Inc.
Full
Name of Registrant
Scepter
Holdings, Inc.
Former
Name if Applicable
2278
Monitor Street
Address
of Principal Executive Office (Street and Number)
Dallas,
Texas 85004
City,
State and Zip Code
| SEC
1344 (01-19) |
Potential
persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays
a currently valid OMB control number. |
| Board
of Governors of the Federal Reserve System |
OMB Number
7100-0091 |
Approval
expires February 28, 2026 |
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
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, 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-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.
The
compilation, dissemination and review of the information required to be presented in the financial statements of the Form 10-Q for the
period ending September 30, 2025 could not be completed and filed by November 14, 2025, without undue hardship and expense to the registrant.
The registrant anticipates that it will file its Form 10-Q for the period ended September 30, 2015 within the “grace” period
provided by Securities Exchange Act Rule 12b-25.
PART
IV — OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification |
Adam
Nicosia |
|
(775) |
|
375-1500 |
| (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 |
| | |
| (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.
Adapti,
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 |
November
14, 2025 |
|
By |
/s/
Marilu Brassington |
| |
|
|
|
Marilu
Brassington, CFO |
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.
| |
ATTENTION |
|
| |
|
| Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
GENERAL
INSTRUCTIONS
| 1. | This
Form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations
under the Securities Exchange Act of 1934. |
| | |
| 2. | One
signed original and four conformed copies of this Form and amendments thereto must be completed
and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance
with Rule 0-3 of the General Rules and Regulations under the Act. The information contained
in or filed with the Form will be made a matter of public record in the Commission files. |
| | |
| 3. | A
manually signed copy of the Form and amendments thereto shall be filed with each national
securities exchange on which any class of securities of the registrant is registered. |
| | |
| 4. | Amendments
to the notifications must also be filed on Form 12b-25 but need not restate information that
has been correctly furnished. The Form shall be clearly identified as an amended notification. |
| | |
| 5. | Electronic
filers. This form shall not be used by electronic filers unable to timely file a report solely
due to electronic difficulties. Filers unable to submit a report within the time period prescribed
due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment
in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this 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). |
