CapForce (CFOR) delays 2025 10-K due to iCapX purchase accounting, seeks 15-day extension

Rhea-AI Filing Summary

CapForce Inc. filed a Form 12b-25 Notification of Late Filing stating it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025. The delay is attributed to valuation and purchase price allocation work related to the previously disclosed acquisition of iCapX Sdn. Bhd. and limited internal accounting personnel. The company expects to file the Form 10-K within the fifteen calendar day extension permitted by Rule 12b-25.

Insights

Accounting Specialist

12b-25 cites acquisition accounting and limited staff as the cause of the delay.

The filing identifies valuation and purchase price allocation for the iCapX acquisition as the primary driver of additional audit work. Such post-acquisition accounting can require external valuation inputs and iterative auditor procedures, which can extend the consolidated close process.

Key dependencies include completion of the valuation reports and the independent auditor's procedures; timing is tied to those items and the 15-calendar-day relief window noted in the filing.

M&A / Financial Reporting Advisor

Acquisition accounting is delaying consolidated financial statements.

The company links the delay to the valuation and allocation for iCapX Sdn. Bhd., which affects goodwill, intangible assets, and related disclosures. These estimates materially affect balance sheet presentation and certain disclosures required in an annual report.

Watch for the completed purchase price allocation disclosures and any revised operating results once the Form 10-K is filed; timing is contingent on completion of those accounting tasks.

Key Figures

Period Ended: December 31, 2025 Extension Period: 15 calendar days Signing Date: March 31, 2026

3 metrics

Period Ended December 31, 2025 Form 10-K reporting period

Extension Period 15 calendar days Relief under Rule 12b-25 to file the Form 10-K

Signing Date March 31, 2026 Date the Form 12b-25 was signed by CEO

Key Terms

purchase price allocation, valuation, Rule 12b-25

3 terms

purchase price allocation financial

"valuation and purchase price allocation related to the Company’s previously disclosed acquisition"

valuation financial

"significant time and resources necessary to conduct valuation and purchase price allocation"

Rule 12b-25 regulatory

"expects to file the Form 10-K within the fifteen calendar day extension provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(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: 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 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

CapForce Inc.

Full Name of Registrant

Former Name if Applicable

23219 Stringtown Road, Suite 300

Address of Principal Executive Office (Street and Number)

Clarksburg, MD 20871

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-(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, 11-K or Form N- SAR, 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 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-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

CapForce Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). The Company has determined that it is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense because of the significant time and resources necessary to conduct valuation and purchase price allocation related to the Company’s previously disclosed acquisition of iCapX Sdn. Bhd., which in turn delayed the preparation of the Company’s consolidated financial statements. In addition, as a result of the Company’s size, the Company has limited internal accounting and finance personnel to assist with review and preparation of its financial statements to ensure adequate disclosure of the financial information required to be included in the Form 10-K and for the Company’s independent registered accounting firm to complete its audit procedures. The Company currently expects to file the Form 10-K within the fifteen calendar day extension period provided by Rule 12b-25.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

	Christian-Laurent Benoit Bonte		(240)		808-8642
	(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 the 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.

The Company anticipates that significant changes in the results of operations will be reflected in the Company’s financial statements for the period ended December 31, 2025 as compared with the comparable period of 2024. The Company is still completing its financial close processes for the year ended December 31, 2025, and, therefore, a reasonable quantitative estimate cannot be made at this time.

2

CapForce 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 31, 2026	By:	/s/ Christian-Laurent Benoit Bonte
	Name:	Christian-Laurent Benoit Bonte
	Title:	Chief Executive Officer

3

FAQ

Why did CapForce (CFOR) file a Form 12b-25 for the 2025 Form 10-K?

CapForce cites the valuation and purchase price allocation work for its acquisition of iCapX Sdn. Bhd. and limited internal accounting personnel as reasons for the delay, and expects to use the 15-calendar-day extension under Rule 12b-25.

When does CapForce expect to file its 2025 Form 10-K?

The company expects to file the Annual Report within the fifteen calendar day extension provided by Rule 12b-25, following completion of valuation work and the independent auditor's procedures related to the iCapX acquisition.

Will CapForce disclose quantitative changes to 2025 results in the 10-K?

CapForce anticipates significant changes in results of operations for the year ended December 31, 2025 versus 2024, but says a reasonable quantitative estimate cannot be made while year-end close is incomplete.

Who signed the Form 12b-25 for CapForce?

The notification was signed by Christian-Laurent Benoit Bonte, Chief Executive Officer, on March 31, 2026, certifying the company caused the late-filing notice to be submitted on its behalf.