SEC File Number: 001-42132
CUSIP Number:
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-SAR |
☐ Form N-CSR |
|
| For period ended: | June 30, 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 |
| ☐ | 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
| Full Name of
Registrant: |
Nova
Minerals Corp |
| Former Name if Applicable: |
|
| Address of Principal Executive
Office (Street and Number): |
6312
South Fiddlers Green Circle, Suite 300E |
| City, State and Zip Code: |
Greenwood
Village, CO 80111 |
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)
| |
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(a) The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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| ☒ |
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(b) The subject
annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR 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 |
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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 the reasons 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.
Nova
Minerals Corp (the “Company”) has determined that it is unable to file, without unreasonable effort or expense, its Annual
Report on Form 10-K for the year ended June 30, 2026 (the “Form 10-K”) by the prescribed due date because it requires additional
time to compile, review, and finalize its financial statement data, disclosures, and accounting policies in its inaugural period filing
following the redomicile of the Company to the U.S. in June 2026.
The
Company intends to file the Form 10-K within the grace period provided by Exchange Act Rule 12b-25.
Part
IV. Other Information
(1)
Name and telephone number of person to contact in regard to this notification
| Ashlie Thorburn |
(720) |
550-4223 |
| (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 the 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.
Nova
Minerals Corp
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date |
September
28, 2026 |
|
By |
/s/
Ashlie Thorburn |
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|
|
|
Ashlie
Thorburn |
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|
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|
Chief
Financial Officer |
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|
|
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(Principal
Financial and Accounting 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).
