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: July 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 |
| |
| |
| 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.
Helio
Corporation (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2025
(the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense. The delay is primarily due to
the additional time required by the Company’s independent registered public accounting firm to complete its review of the financial
statements and related disclosures for the quarter. The Company expects to file the Form 10-Q within the extension period provided under
Rule 12b-25.
PART
IV — OTHER INFORMATION
| (1) | Name
and telephone number of person to contact in regard to this notification |
| Gregory
T. Delory |
|
415 |
|
234-0350 |
| (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
September 15, 2025 |
By |
/s/
Gregory T. Delory |
| |
Name: |
Gregory
T. Delory |
| |
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). |
