UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
commission
file number 333-174194
NOTIFICATION OF LATE FILING
(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: 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
☐ 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 |
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| Graphene &
Solar Technologies Limited |
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| Full Name of Registrant |
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| Former Name if Applicable |
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| 11201
North Tatum Blvd., Suite 300 |
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| Address of Principal Executive Office
(Street and Number) |
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| Phoenix,
AZ 85028 |
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| City, State and Zip Code |
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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, 11-K, Form N-SAR, or 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
Form 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.
Graphene & Solar Technologies
Limited (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended September 30, 2025 (the
“Annual Report”) within the prescribed time period without unreasonable effort and expense. The Company requires additional
time (1) to complete its presentation of certain information in its financial statements and notes thereto that are contained in the
Annual Report and (2) to compile supporting documentation for such information. The Company expects that the Annual Report will be filed
no later than fifteen days after the prescribed filing date.
PART IV – OTHER INFORMATION
(1) Name and telephone number of person
to contact in regard to this notification
| Jason
May |
|
602 |
|
388-8335 |
| (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.
Graphene &
Solar Technologies Limited
(Name of Registrant as Specified in Charter)
has caused this notification to be signed
on its behalf by the undersigned hereunto duly authorized.
| Date: December 31, 2025 |
By: |
/s/
JASON MAY |
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Jason May |
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Chief Executive Officer |
