UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended: March 31, 2026
☐ 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)
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(a) |
The reasons 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, 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 |
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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 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 Quarterly Report on Form 10-Q
for the quarter ended March 31, 2026 (the “Form 10-Q”). The Company has determined that it is unable to file its Form
10-Q within the prescribed time period without unreasonable effort or expense. The Company is in the process of preparing its Annual
Report on Form 10-K for the year ended December 31, 2025, which was delayed due to 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.
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-Q and for the Company’s independent registered accounting firm to complete its review procedures.
Accordingly, the Company is unable, without unreasonable effort or expense, to timely file the Form 10-Q by the prescribed date.
PART IV - OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification. |
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Christian-Laurent Benoit Bonte |
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(240) |
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808-8642 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(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 |
Annual Report on Form 10-K for the year ended
December 31, 2025.
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(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 March 31, 2026 as compared
with the comparable period of 2025. The Company is still completing its financial close processes for the quarter ended March 31, 2026,
and, therefore, a reasonable quantitative estimate cannot be made at this time.
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: May 15, 2026 |
By: |
/s/ Christian-Laurent Benoit Bonte |
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Name: |
Christian-Laurent Benoit Bonte |
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Title: |
Chief Executive Officer |
