UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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(Check
One) |
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☐ Form
10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q |
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☐
Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For
Period Ended: December 27, 2025 |
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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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☐
Transition Report on Form N-SAR |
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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.
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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:
PART
I — REGISTRANT INFORMATION
AI
FINANCIAL CORPORATION
(Full
Name of Registrant)
(Former
Name if Applicable)
8548
Rozita Lee Avenue, Suite 305
(Address
of Principal Executive Office (Street and Number))
Las
Vegas, NV 89113
(City,
State and Zip Code)
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)
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(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-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 |
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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
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.
AI Financial Corporation (the “Company”) is unable to file, without unreasonable effort and expense, its Quarterly Report
on Form 10-Q for the 13-week period ended March 28, 2026 (the “Form 10-Q”). The Company requires additional time to finalize
its financial statements for that period – due, in large part, to the Company’s reaudit of its 2024 fiscal year financial
statements that were included in its 2025 Annual Report on Form 10-K (the “Form 10-K”) (the reaudit required by virtue of
the previously announced mid-year change in the Company’s PCAOB-registered public accounting firm and that firm’s subsequent
unavailability). As a result, there was a slightly insufficient amount of time remaining after the Company’s filing of the Form
10-K (with the 2024 reaudit) for management to prepare the Form 10-Q and for the Company’s PCAOB-registered public accounting firm
to review it by May 12, 2026. The Company currently expects to file the Form 10-Q on or before May 18, 2026, the prescribed due date under
the five-calendar-day-extension period provided under Rule 12b-25.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Steven
Plumb |
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713 |
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780-0806 |
| (Name) |
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(Area
Code) |
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(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 |
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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.
As
discussed above in Part III, the Company is in the process of completing the preparation of its financial statements and the audit process
thereof for its fiscal year ended December 27, 2025. The Company expects to report a net loss in the range of $340 million - $345 million
for the fiscal year ended December 27, 2025.
AI Financial Corporation
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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/s/
Tony Isaac |
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By |
Tony
Isaac |
| Date May 13, 2026 |
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Acting
Chief Executive Officer |
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).
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