Notification That Annual Report Will Be Submitted Late (nt 10-k)
01 April 2022 - 9:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
SEC
File Number: 000-55802
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 |
|
For
Period Ended: December 31, 2021 |
|
☐
Transition Report on Form 10-K |
☐
Transition Report on Form 20-F |
☐
Transition Report on Form 11-K |
☐
Transition Report on Form 10-Q |
|
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.
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
Vision
Hydrogen Corporation
Full
Name of Registrant
H/Cell
Energy Corporation
Former
Name if Applicable
95
Christopher Columbus Drive, 16th Floor
Address
of Principal Executive Office (Street and Number)
Jersey
City, NJ 07302
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)
☒ |
(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-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 |
|
(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.
The
Company is unable to file the Form 10-K by the March 31, 2022 filing deadline without unreasonable effort or expense due to the Company
having to switch auditors on February 16, 2022, in addition to finalizing the valuation accounting for the Company’s November 2021 purchase of VoltH2 Holdings AG . The Company expects
to file its Annual Report on Form 10-K for the year ended December 31, 2021 with the U.S. Securities and Exchange Commission within fifteen
calendar days of the prescribed due date.
PART
IV — OTHER INFORMATION
(1) |
Name
and telephone number of person to contact in regard to this notification |
Matthew
Hidalgo |
|
(551) |
|
298-3600 |
(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 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 has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized. |
Significant
changes are anticipated due to the Company’s November 2021 acquisition referenced above. A reasonable estimate cannot be made at
this time until all valuation accounting and analysis is completed.
Vision
Hydrogen Corporation
(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, 2022 |
By: |
/s/
Matthew Hidalgo |
|
|
Matthew
Hidalgo |
|
|
Chief
Financial Officer |
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