Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 15 2018 - 6:38AM
Edgar (US Regulatory)
UNITE
D
STATES
|
OMB
APPRO
V
AL
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SECURITIE
S
AN
D
EXCHANG
E
COMMISSION
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OMB
Number: . . . . . 3235-0058
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Washington
,
D.C
.
20549
|
E
x
: pires: October 31, 2018
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|
Estimated
average burden
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|
hours
per response. . . . . . . . 2.50
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FOR
M
12b-25
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SEC
FILE NUMBER
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001-38192
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NOTIFICATIO
N
O
F
LAT
E
FILING
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CUSIP
NUMBER
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54304F106
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(Check
one):
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[ ]
Form 10-K
|
[ ]
Form 20-F
|
[ ]
Form 11-K
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[X]
Form 10-Q
|
[ ]
Form 10-D
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|
[ ]
Form N-SAR
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[ ]
Form N-CSR
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|
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For
Period Ended:
March 31, 2018
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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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[ ]
Transition Report on Form N-SAR
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For the Transition
Period Ended: __________________________________________________________
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Rea
d
Instructio
n
(o
n
bac
k
page
)
Befor
e
Preparin
g
Form
.
Pleas
e
Prin
t
o
r
Type.
|
Nothin
g
i
n
thi
s
for
m
shal
l
b
e
construe
d
t
o
impl
y
tha
t
th
e
Commissio
n
ha
s
verifie
d
an
y
informatio
n
containe
d
herein.
|
I
f
th
e
notificatio
n
relate
s
t
o a
portio
n
o
f
th
e
filin
g
checke
d
above
,
identif
y
th
e
Item(s
)
t
o
whic
h
th
e
notificatio
n
relates:
|
|
PART
I — REGISTRANT INFORMATION
Full Name of Registrant: Longfin Corp
Former Name if Applicable:
Address of Principal Executive Office
(Street and Number):
17 State Street, Suite 4000,
City, State and Zip Code:
New York, NY 10004
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)
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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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[X]
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(b)
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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-Qorsubject 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)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III
—
NARRATIVE
State
below in reasonable detail 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.
The
Registrant is in the process of preparing and reviewing its financial information. The
process of compiling and disseminating the information required to be included in the
Form 10-Q for the relevant fiscal quarter, as well as the completion of the required
review of the Registrant’s financial information, could not be completed without
incurring undue hardship and expense. The Registrant undertakes the responsibility to
file such quarterly report no later than five days after its original due date.
Part
IV
—
Other Information
(1)
Name and telephone number of person to contact in regard to this notification
VENKAT
S MEENAVALLI
|
|
917
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349-9228
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(Name)
|
|
(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 answer is no, identify report(s). [X] 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?
[X]
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
registrant expects to report a lower net loss for the current period results of operations of approximately $(7.0) million as
compared to approximately $(26.0) million in the prior year period, due to one-time compensation expenses incurred in the 2017
period. The registrant notes that current period results are not directly comparable with the previous year as the prior year
period includes results of operations from and after inception on February 1, 2017”.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
Date:
05/14/2018
|
By
|
/s/
Venkat S. Meenavalli
|
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).
|
GENERA
L
INSTRUCTIONS
1.
|
Thi
s
for
m
i
s
require
d
b
y
Rul
e
12b-2
5
(1
7
CF
R
240.12b-25
)
o
f
th
e
Genera
l
Rule
s
an
d
Regulation
s
unde
r
th
e
Securities
Exchang
e
Ac
t
o
f
1934.
|
|
|
2.
|
On
e
signe
d
origina
l
an
d
fou
r
conforme
d
copie
s
o
f
thi
s
for
m
an
d
amendment
s
theret
o
mus
t
b
e
complete
d
an
d
file
d
with
th
e
Securitie
s
an
d
Exchang
e
Commission
,
Washington
,
D.C
.
20549
,
i
n
accordanc
e
wit
h
Rul
e
0-
3
o
f
th
e
Genera
l
Rules an
d
Regulation
s
unde
r
th
e
Act
.
Th
e
informatio
n
containe
d
i
n
o
r
file
d
wit
h
th
e
for
m
wil
l
b
e
mad
e a
matte
r
o
f
public recor
d
i
n
th
e
Commissio
n
files.
|
|
|
3.
|
A
manuall
y
signe
d
cop
y
o
f
th
e
for
m
an
d
amendment
s
theret
o
shal
l
b
e
file
d
wit
h
eac
h
nationa
l
securitie
s
exchang
e
on
whic
h
an
y
clas
s
o
f
securitie
s
o
f
th
e
registran
t
i
s
registered.
|
|
|
4.
|
Amendment
s
t
o
th
e
notification
s
mus
t
als
o
b
e
file
d
o
n
For
m
12b-2
5
bu
t
nee
d
no
t
restat
e
informatio
n
tha
t
ha
s
been
correctl
y
furnished
.
Th
e
for
m
shal
l
b
e
clearl
y
identifie
d
a
s
a
n
amende
d
notification.
|
|
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5.
|
Electroni
c
Filers
:
Thi
s
for
m
shal
l
no
t
b
e
use
d
b
y
electroni
c
filer
s
unabl
e
t
o
timel
y
fil
e
a
repor
t
solel
y
du
e
t
o
electronic difficulties
.
Filer
s
unabl
e
t
o
submi
t
report
s
withi
n
th
e
tim
e
perio
d
prescribe
d
du
e
t
o
difficultie
s
i
n
electroni
c
filing
shoul
d
compl
y
wit
h
eithe
r
Rul
e
20
1
o
r
Rul
e
20
2
o
f
Regulatio
n
S-
T
(§232.20
1
o
r
§232.20
2
o
f
thi
s
chapter
)
o
r
apply fo
r
a
n
adjustmen
t
i
n
filin
g
dat
e
pursuan
t
t
o
Rul
e
13(b
)
o
f
Regulatio
n
S-
T
(§232.13(b
)
o
f
thi
s
chapter).
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6.
|
Interactive
data submissions
.
This form shall not be used by electronic filers with respect to the submission or posting of
an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File
within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202
of this chapter).
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