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: October 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: N/A
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
| Helio
Corporation |
| Full
Name of Registrant |
| |
| N/A |
| Former
Name if Applicable |
| |
| 2448
Sixth Street |
| Address
of Principal Executive Officer (Street and Number) |
| |
| Berkeley,
CA 94710 |
| 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-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 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.
The
Registrant requires additional time to complete the preparation and review of its financial statements and related disclosures for the
fiscal year ended October 31, 2025, including completion of the year-end audit and management review. As a result, the Registrant was
unable to file its Annual Report on Form 10-K within the prescribed time period. The delay is not due to any disagreement with the Registrant’s
independent registered public accounting firm. The Registrant expects to file its Form 10-K within the fifteen (15) 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 |
| Edward
Cabrera |
|
510 |
|
545-2666 |
| (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.
Helio
Corporation
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date
January 30, 2026 |
By |
/s/
Edward Cabrera |
| |
Name: |
Edward Cabrera |
| |
Title: |
Chief Executive Officer |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title
of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant
by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf
of the registrant shall be filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
