Notification That Annual Report Will Be Submitted Late (nt 10-k)
May 30 2023 - 3:16PM
Edgar (US Regulatory)
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 |
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☐ Form N-CSR |
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For Period Ended: February 28, 2023
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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: __________________________________________ |
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
NextPlay Technologies,
Inc.
Full Name of Registrant:
Monaker Group,
Inc.
Former Name if Applicable:
1560 Sawgrass Corporate Parkway,
Suite 130
Address of Principal Executive Office (Street
and Number)
Sunrise, Florida 33323
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 the reasons 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.
NextPlay Technologies, Inc. (the “Company”)
has determined that it is unable to file its Annual Report on Form 10-K for the fiscal year ended February 28, 2023 (the “Annual
Report”) within the prescribed time period without unreasonable effort or expense. The Company requires additional time to finalize
certain of the disclosures in its Annual Report, as well as the financial statements to be filed as part of the Annual Report on Form
10-K. The additional time is required due to changes in the Company’s management team, accounting team, and a lack of financial
resources available to the Company, which have impacted the Company’s ability to, among other things, finalize
the Company’s financial statements and footnotes thereto in a timely manner.
For the foregoing reasons, the Company requires additional time to
complete the procedures relating to its year-end reporting process, including the completion of the Company’s financial statements,
and therefore, the Company is unable to file the Annual Report by May 30, 2023, the prescribed filing due date for the Annual Report.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to
this notification |
Nithinan Boonyawattanapisut |
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954 |
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889-9779 |
(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding l2 months (or for such shorter period that the registrant was required to file such reports) been filed? If answer is no, identify report(s). |
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☒ Yes |
☐ No |
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(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 |
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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. |
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As described
in Part III above, the financial statements included in the Annual Report will reflect the financial condition, results of operations
and cash flows of the Company and certain of its wholly-and majority-owned subsidiaries, certain of which separated from the Company
during the fiscal year ended February 28, 2023. As a result, it is anticipated that there will be
significant changes in the Company’s results of operations during the fiscal year ended February 28, 2023 that will be included
in the Annual Report when compared to the results of operations of the Company included in the Company’s Annual Report on Form 10-K for
the year ended February 28, 2022. However, due to the substantial changes in the business and operations of the Company in connection
with the foregoing, and the continuing preparation of the financial statements of the Company, the Company cannot, at this time, provide
a reasonable estimate of the results of operations for the year ended February 28, 2023.
Forward-Looking Statements
The Company’s expectations regarding the
timing of the filing of its Annual Report and its results of operations are forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995, and actual events may differ from those contemplated by these statements. Forward-looking statements are
subject to certain risks and uncertainties, including the Company’s, or its independent registered public accounting firm’s,
inability to complete the work required to file the Annual Report in the time frame that is anticipated, including as a result of any
issues or considerations that may be identified in the course of such completion; unanticipated changes being required in the Company’s
reported operating results; additional uncertainties related to accounting issues generally; and other risks and uncertainties identified
in the Company’s filings with the Securities and Exchange Commission. Except to the extent required by applicable law, the Company
undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
NextPlay Technologies, 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: May 30, 2023 |
NextPlay Technologies, Inc. |
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By: |
/s/ Nithinan Boonyawattanapisut |
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Nithinan Boonyawattanapisut |
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Chief Executive Officer |
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