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 |
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For
Period Ended: December 31, 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.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART
I — REGISTRANT INFORMATION
Full
Name of Registrant
Former
Name if Applicable
Address
of Principal Executive Office (Street and Number)
City,
State and 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)
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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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(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 |
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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 Forms 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.
Vestand
Inc. (the “Company”) has determined that it is unable to file with the U.S. Securities and Exchange Commission (the “SEC”)
its Annual Report on Form 10-K for the yearly period ended December 31, 2025 (the “Annual Report”), within the prescribed
time period without unreasonable effort or expense. As disclosed in the Company’s Current Report on Form 8-K filed with the SEC
on October 31, 2025, which is hereby incorporated by reference, the Board of Directors of the Company determined, based on the Company’s
Audit Committee Report and an Independent Accountant’s Report on Applying Agreed-Upon Procedures, that the Company’s previously
filed financial statements (the “Previously Issued Financial Statements”) beginning with September 30, 2022, and each financial
statement through June 30, 2025 included in an annual report on Form 10-K or a quarterly report on Form 10-Q filed with the SEC, should
no longer be relied upon due to accounting errors related to certain inaccuracies.
The
Company intends to restate the Previously Issued Financial Statements (the “Restatement”) to correct the errors and any other
errors identified in the course of its review as soon as practicable.
The
Restatement remains in process, and the Company believes the Restatement will result in financial impacts for the yearly period ended
December 31, 2025, and such impacts have yet to be determined.
As
a result of the above factors, the Company’s filing of the Annual Report will be delayed. The Company plans to file the Annual
Report as soon as practicable following the completion of the Restatement.
Forward-Looking
Statements
This
Form 12b-25 contains forward-looking statements within the meaning of applicable United States securities laws. These forward-looking
statements include statements regarding the anticipated restatements, the expected timing of the filing of the Annual Report and the
Company’s other SEC reports, and the financial information to be included therein. Forward-looking statements are based on management’s
current expectations or beliefs about the Company’s plans, expectations, and objectives. These forward-looking statements are not
historical facts and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed
or implied by the forward-looking statements. These risks include but are not limited to unexpected delays in connection with the preparation
and filing of the Company’s Annual Report and other SEC reports, uncertainties associated with the anticipated restatements, and
any other unanticipated changes that may be required in the Company’s previously filed financial statements or financial disclosures,
including the possibility that additional accounting errors or corrections will be identified with respect to the affected periods or
any other period. Readers are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only
as of the date of this Form 12b-25. The Company undertakes no obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification. |
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Jiwon
Kim |
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(562)
727-7045 |
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(Name) |
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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 answer is no, identify report(s). |
☐Yes
☒ No
Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2025
| (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? |
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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.
The
information in Part III above is incorporated into this Part IV by reference. As a result of the ongoing Restatement process described
above, the Company is not yet able to make a reasonable estimate of the anticipated changes in its results of operations for the
fiscal year ended December 31, 2025, as compared to the corresponding period in the prior fiscal year. The Company believes the Restatement
will result in financial impacts for the yearly period ended December 31, 2025, and such impacts have yet to be determined.
Vestand
Inc.
(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/
Jiwon Kim |
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Name: |
Jiwon
Kim |
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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.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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