Flywheel Advanced Technology (FWFW) warns of possible material P&L impact in delayed 2025 report

Rhea-AI Filing Summary

Flywheel Advanced Technology, Inc. filed a notice that it will not submit its Annual Report on Form 10-K for the year ended September 30, 2025 by the normal deadline. The company cites the need for additional time to complete certain disclosures and analyses before finalizing the report.

A key open item is determining the carrying value of its investment in 9.38% of Elison Virtus Company Limited, recorded at US$5,422,500 as of September 30, 2025. The company states this unresolved valuation could have a potential material effect on profit and loss for the fiscal year. Flywheel intends to file the delayed 10-K within the allowed 15-day extension period under Rule 12b-25.

Positive

• None.

Negative

• Late annual report with potential material P&L impact: The company is delaying its Form 10-K for the year ended September 30, 2025 and discloses that the undetermined carrying value of a US$5,422,500 investment in 9.38% of Elison Virtus Company Limited may have a material effect on fiscal-year profit and loss.

Insights

Equity valuation and reporting analyst

Flywheel flags a delayed 10-K tied to an undetermined investment value that may materially affect earnings.

Flywheel Advanced Technology, Inc. has notified that its Form 10-K for the year ended September 30, 2025 will be late, using the Rule 12b-25 extension. The company indicates it needs more time to complete disclosures and analyses, which centers on valuing its stake in Elison Virtus Company Limited.

The investment represents 9.38% of Elison Virtus Company Limited and is carried at US$5,422,500 as of September 30, 2025. Management states that the carrying value "was not determined" and that there is a potential material profit-and-loss effect for the fiscal year, implying that the eventual valuation adjustment could meaningfully change reported results.

This combination of a late annual report and an undetermined valuation with potential material P&L impact will likely make the finalized 10-K particularly important. The eventual disclosed treatment of this investment and any resulting gain or loss for the year ended September 30, 2025 will be a central focus once the report is filed within the 15-day extension window.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SEC File Number

333-167130

CUSIP Number

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: 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

Flywheel Advanced Technology, Inc.

Full Name of Registrant

123 West Nye Lane, Suite 455

Address of Principal Executive Office (Street and Number)

Carson City, NV 89706

City, State, and Zip Code

PART II—RULE 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-CEN 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 the reason why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach extra sheets if needed)

Flywheel Advanced Technology, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K (the “Report”) for the fiscal year ended September 30, 2025, without unreasonable effort or expense. The Company needs additional time to complete certain disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Company intends to file its Report on or prior to the fifteenth (15th) calendar day following the prescribed due date.

PART IV—OTHER INFORMATION

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

Luk Yuen Leung		(852)		6686-0563
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) or 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 reason why a reasonable estimate of the results cannot be made.

The carrying value of the investment in 9.38% of Elison Virtus Company Limited of US$5,422,500 as of September 30, 2025, was not determined. There is potential material P&L effect in the results for the fiscal year.

2

Flywheel Advanced Technology, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned heretofore duly authorized.

Date: December 29, 2025	By:	/s/ Luk Yuen Leung
	Name:	Luk Yuen Leung
	Title:	President and Chief Executive Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

3

FAQ

Why did Flywheel Advanced Technology, Inc. (FWFW) delay its 10-K filing?

Flywheel Advanced Technology, Inc. delayed its Form 10-K for the year ended September 30, 2025 because it needs more time to complete certain disclosures and analyses required for the report.

How long does Flywheel Advanced Technology, Inc. (FWFW) expect the 10-K delay to last?

The company states that, under Rule 12b-25, it intends to file its Annual Report on Form 10-K on or before the fifteenth calendar day following the prescribed due date.

What investment issue is affecting Flywheel Advanced Technology, Inc.'s 10-K for 2025?

The carrying value of the companys 9.38% investment in Elison Virtus Company Limited, recorded at US$5,422,500 as of September 30, 2025, was not determined and requires further work.

Could the unresolved investment valuation affect FWFW's 2025 earnings?

Yes. Flywheel Advanced Technology, Inc. states there is a potential material P&L effect in the results for the fiscal year from determining the carrying value of its investment in Elison Virtus Company Limited.

What form did Flywheel Advanced Technology, Inc. file to notify of the late 10-K?

The company filed a Form 12b-25, which is a notification of late filing for its Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Who signed the late filing notification for Flywheel Advanced Technology, Inc.?

The notification was signed by Luk Yuen Leung, President and Chief Executive Officer, who is also the principal executive, financial, and accounting officer.