UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
file number: 333-238326
CUSIP
NUMBER
043279207
(Check
one):
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
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:
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
| Arvana,
Inc. |
|
| Full Name of Registrant |
|
| |
|
| N/A |
|
| Former Name if Applicable |
|
| |
|
| 299
South Main Street, 13th Floor |
|
| Address of Principal Executive Office (Street and Number) |
|
| |
|
| Salt
Lake City, UT 84111 |
|
| City, State and Zip Code |
|
| |
|
| (702)
899-1072 |
|
| Phone Number |
|
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; |
| |
|
|
| ☒ |
(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 the 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 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.
Arvana, Inc. (the “Registrant”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) on the filing date applicable to smaller reporting companies. The Registrant
will file its Form 10-K on or before April 15, 2026, the prescribed due date pursuant to this Form 12b-25.
PART
IV— OTHER INFORMATION
| (1) |
|
Name and telephone number of person
to contact in regard to this notification |
| James Kim |
(702) |
899-1072 |
| (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.
Arvana,
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: March 30, 2026
By: /s/
James Kim
James
Kim, Chief Executive Officer
