Nongfu Shop (NASDAQ: NFSN) notifies SEC of delayed 10-K filing

Rhea-AI Filing Summary

Nongfu Shop Digital New Retail Co., LTD notified the SEC on Form 12b-25 that its Form 10-K for the period ended December 31, 2025 will be late. The company states the delay is due to a delay in the preparation of its financial statements. The notice is signed by CEO Daohong Yuan on March 31, 2026.

Key Figures

Commission File Number: 000-32585 Period Ended: December 31, 2025 Form signed date: March 31, 2026 +2 more

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Commission File Number 000-32585 Form 12b-25 header

Period Ended December 31, 2025 subject report period

Form signed date March 31, 2026 signature by CEO Daohong Yuan

Contact area code 212 telephone contact for Steven W. Schuster, Esq.

Contact phone number 448-6216 telephone contact for Steven W. Schuster, Esq.

Key Terms

Rule 12b-25, Form 10-K, financial statements

3 terms

Rule 12b-25 regulatory

"Form 12b-25 Notification of Late Filing header"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"The Company will be delayed in the filing of its 10-K due to a delay in the preparation"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

financial statements financial

"delay in the preparation of its financial statements"

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number: 000-32585

(Check One):	☒  Form 10-K     ☐  Form 20-F    ☐  Form 11-K   Form 10-Q    ☐  Form N-SAR
	For Period Ended: December 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
	☐ Transition Report on Form N-SAR
	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

Nongfu Shop Digital New Retail Co., LTD

Full Name of Registrant

Former name if applicable: 

No. 3205-3209, South Building, No. 3,

Intelligence Industrial Park, No.39 Hulan West Road, Baoshan District, Shanghai, China

(Address of Principal Executive Office)

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 on 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 portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, 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 the Form 10-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period, (Attach extra sheets if needed):

The Company will be delayed in the filing of its 10-K due to a delay in the preparation of its financial statements.

PART IV -- OTHER INFORMATION

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

	Steven W. Schuster, Esq.		(212)		448-6216
	(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 reports) been filed?  If answer 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

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Nongfu Shop Digital New Retail Co., LTD

(Name of Registrant as Specified in Charter)

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

Date: March 31, 2026

By:	/s/ Daohong Yuan
Name:	Daohong Yuan
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.

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ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTION

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act.  The information contained in or filed with the form will be made a matter of public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchanged on which any class of securities of the registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished.  The form shall be clearly identified as an amended notification.

5. Electronic Filers.    This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties.  Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13-(b) of Regulation S-T.

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FAQ

Why did Nongfu Shop (NFSN) file a Form 12b-25?

They reported a delay in preparing financial statements. The company states the Form 10-K for the period ended December 31, 2025 could not be filed on time due to ongoing financial statement preparation.

When was the Form 12b-25 for NFSN signed?

The notice was signed on March 31, 2026. It was executed by CEO Daohong Yuan and submitted under the Commission File Number 000-32585.

Does this Form 12b-25 indicate missing prior periodic reports for NFSN?

The filing answers that prior periodic reports have been filed. The form includes a checkbox indicating all other required periodic reports in the preceding 12 months have been filed.

Will the delayed 10-K reflect a significant change in results for NFSN?

The company indicated no anticipated significant change in results. The Form 12b-25 shows the registrant checked the box answering that no significant change in results is anticipated.

Who can be contacted about the filing for NFSN?

Contact listed is Steven W. Schuster, Esq. The form provides a telephone contact with area code 212 and number 448-6216.