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3235-0058 |
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April 30, 2025 |
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SEC FILE NUMBER 001-34584 |
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41150R102 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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| (Check one): |
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☐ 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: September 30, 2022 |
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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: |
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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:
Not applicable
PART I — REGISTRANT
INFORMATION
Harbor Diversified, Inc.
Full Name of Registrant
Former Name if Applicable
W6390 Challenger Drive, Suite 203
Address of Principal Executive Office (Street and Number)
Appleton, WI 54914-9120
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) |
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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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(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-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) |
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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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| SEC 1344 (06-19) |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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.
This Form 12b-25: Notification of Late Filing is being filed by Harbor Diversified, Inc. (the
“Company”) to seek an extension of the filing deadline for its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022 (“Quarterly
Report”) pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended. The due date for the filing of the Quarterly Report is November 14, 2022 (the “Filing
Deadline”). Pursuant to the filing of this Form 12b-25, the due date for the filing of the Quarterly Report is being extended to November 21, 2022 (“Extended Filing
Deadline”). The Company currently intends to file the Quarterly Report on or before the Extended Filing Deadline.
The Company confirms that it
is unable to file the Quarterly Report by the Filing Deadline without unreasonable effort or expense primarily as a result of complexities arising from: (1) the ongoing dispute between the Company and United Airlines, Inc.
(“United”) regarding certain terms of the United capacity purchase agreement, and (2) the execution of a new capacity purchase agreement with American Airlines, Inc. (“American”) and the pending transition of
regional air services from United to American, each of which has previously been disclosed by the Company. Each of these issues has impacted the Company’s review and preparation of the financial statements and disclosure of subsequent events.
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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Ryan C. Wilkins, Esq. |
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949 |
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725-4115 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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| (2) |
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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 ☐ |
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| (3) |
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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 ☒ |
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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. |
Harbor Diversified, Inc.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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By: |
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/s/ Christine R. Deister |
| Date: November 14, 2022 |
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Its: |
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Chief Executive Officer and Secretary |
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
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This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. |
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One signed original and four conformed copies of this form and amendments thereto must be completed and filed
with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be
made a matter of public record in the Commission files. |
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A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange
on which any class of securities of the registrant is registered. |
| 4. |
Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. |
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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). |