FORM 12b-25




(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, 2023


☐ 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: N/A


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:________________________




Full name of registrant:

RocketFuel Blockchain, Inc.


Former name if applicable:



Address of principal executive office (Street and number):

201 Spear Street, Suite 1100


City, State and Zip Code:

San Francisco, CA 94105







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)


    (a) The reason 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, 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
    (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




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 was unable, without unreasonable effort and expense, to prepare its accounting records and schedules in sufficient time to enable its independent registered public accounting firm to complete its review of the Registrant’s financial statements to be contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023. It is anticipated that the Form 10-K, along with the audited financial statements, will be filed within the 5-day extension period.




  (1) Name and telephone number of person to contact in regard to this notification:


  Bennett J. Yankowitz   (424) 256-8560
  (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.


The Registrant anticipates reporting a net loss of approximately $1,573,062 on revenues of $150,636 for the fiscal quarter ended June 30, 2023. A more detailed discussion of results of operations will be included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-Q to be filed.





RocketFuel Blockchain, Inc.

(Name of registrant as specified in charter)


Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.


  By: /s/ Bennett J. Yankowitz
  Name: Bennett J. Yankowitz
  Title: Chief Financial Officer


Date: August 14, 2023


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.




Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).



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