UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 |
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For Period Ended: September 30, 2025 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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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
| The Cannaisseur Group, Inc. |
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| Full name of Registrant |
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| N/A |
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| Former name if Applicable |
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| 650 Ponce De Leon Ave, Suite 300 #2334 |
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| Address of Principal Executive Office (Street and number) |
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| Atlanta, GA 30308 |
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| City, State and Zip Code |
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PART II-RULE 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 reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject quarterly report on Form 10-Q, 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 why Form 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 Cannaisseur Group, Inc. (the “Company”) is not filing
by the prescribed due date its Form 10-Q for the quarter ended September 30, 2025 (the “Form 10-Q”). While there can be no assurances,
the Company is working to file its Quarterly Report on Form 10-Q on or before the fifth calendar day extension provided by Rule 12b-25.
The Company encountered some delays in preparing its financial statements but expects to be completed before the expiration of the extension.
Forward-Looking Statements
This filing contains a number of forward-looking statements. Words
such as “expect,” “will,” “working,” and variations of such words and similar future or conditional
expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements
regarding our beliefs and expectations relating to the filing of the Form 10-Q and the results of the ongoing review. These forward-looking
statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to
predict and beyond our control. Important factors that may cause actual results to differ materially from those in the forward-looking
statements include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that
the Company will not be able to file its Form 10-Q within the five-day extension permitted by the rules of the U.S. Securities and Exchange
Commission, and the possibility that the ongoing review may identify errors or control deficiencies in the Company's accounting practices.
We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by
applicable law or regulation.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person
to contact in regard to this notification. |
| Floretta Gogo |
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404 |
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254-2100 |
| (Name) |
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(Area Code) |
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(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.
N/A
The Cannaisseur Group, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
| November 13, 2025 |
By: |
/s/ Floretta Gogo |
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Floretta Gogo |
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Chief Executive Officer |
