U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
Commission File Number 000-55122
NOTIFICATION OF LATE FILING
(Check One):
| ☐ | Form 10-K | ☐ | Form 11-K | ☐ | Form 20-F | ☒ | Form 10-Q | ☐ | Form N-SAR |
For Period Ended: September 30, 2025
| ☐ | Transition Report on Form 10-K | ☐ | Transition Report on Form 10-Q |
| ☐ | Transition Report on Form 20-F | ☐ | Transition Report on Form N-SAR |
| ☐ | Transition Report on Form 11-K | | |
For the Transition Period Ended: ___________
Read Attached Instruction Sheet 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 | Totaligent, Inc. |
| | |
| Former Name if Applicable | Alltemp, Inc. |
| | |
| Address of principal executive office | 3651 FAU Blvd. Suite 400 |
| | |
| City, State and Zip Code | Boca Raton, FL 33431 |
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, 20-F, 11-K or 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 or 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 the reasons why the form 10-K, 11-K, 20-F, 10-Q or N-SAR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets of needed.)
The Company has been unable to complete the review process in time with the auditor.
Part IV-Other Information
1. Name and telephone number of person to contact in regard to this notification
| Edward C. DeFeudis | | (561) | | 360-3635 |
| (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? If the answer is no, identify report(s). ☐ Yes ☒ No
The Company is a voluntary filer and has recently filed a two-year audit as of 12/31/2023 in a 10K on 10/29/2024, a 6/30/2024 10Q on 10/30/2024, a 9/30/24 10Q on 12/9/24, and a 12/31/24 10K/A on 4/9/25.
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.
Totaligent, 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: November 14, 2025 | By | /s/ Edward C. DeFeudis | |
| | | Edward C. DeFeudis, Chief Executive Officer | |
