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: 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: _______________________________________
|
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
Ludwig Enterprises, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
1749 Victorian Avenue, #C-350
Address of Principal Executive Office (Street and Number)
Sparks, Nevada 89431
City, State, 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 reasons 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-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Ludwig Enterprises, Inc. (the “Registrant”)
is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2026 (the “Form 10-Q”). The compilation, dissemination and review of the information required to be presented in
the Form 10-Q for the relevant quarter has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without
undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such quarterly report no later than
5 days after its original due date.
PART IV - OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification: |
| Jose Antonio Reyes, Chief Executive Officer (Interim) |
|
(954) |
|
235-9026 |
| (Name) |
|
(Area Code) |
|
(Telephone No.) |
| (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? |
| |
☒ Yes ☐ No |
| |
|
| |
If answer is no, identify report(s). |
| |
|
| (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.
Ludwig Enterprises, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
| Date: May 15, 2026 |
By: |
/s/ Jose Antonio Reyes |
| |
Name: |
Jose Antonio Reyes |
| |
Title: |
Chief Executive Officer (Interim) |
3
