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 ☐ Form N-CSR | |
| For Period Ended: Dec. 31, 2024 | ||
| ☐ 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: | ||
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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:
PART I — REGISTRANT INFORMATION
Crown LNG Holdings Limited
Full Name of Registrant
Former Name if Applicable
37th Floor, 1 Canada Square, Canary Wharf
Address of Principal Executive Office (Street and Number)
Greater London, United Kingdom E14 5AA
City, State and Zip Code
| 001-42162 | N/A | |
| (Commission File Number) | (IRS Employer Identification No.) |
| SEC 1344 (01-19) | Potential 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. |
| Board of Governors of the Federal Reserve System | OMB Number 7100-0091 | Approval expires February 28, 2026 |
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;
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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 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.
Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Annual Financial Statements (the “Financial Statements”) on Form 20-F for the twelve months ended December 31, 2024 (the “Form 20-F”) with the Securities and Exchange Commission (the “SEC”) by the prescribed due date because the Company is in the process of preparing the Financial Statements, and will need additional time to complete such financial statements. The Company’s independent registered public accounting firm will also need additional time to complete its audit of the Financial Statements. The Company does not anticipate that it will finalize the Financial Statements and related information for inclusion in the Form 20-F by the due date. The Company is working diligently to complete the Financial Statements for inclusion in the Form 20-F as soon as possible.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification. | |||||||||||
| Jørn Husemoen | +47 | 911 07 702 | ||||||||||
| (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. | ||||||||||||
Crown LNG Holdings Limited
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date April 30, 2025 | By | /s/ Jørn Husemoen_ | ||||
| Name: Jørn Husemoen Title: Authorized Signatory | ||||||
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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