Form NT 20-F - Notification of inability to timely file Form 20-F
30 Avril 2024 - 12:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Checkone) : |
¨ Form 10-K x
Form 20-F ¨ Form 11-K ¨
Form 10-Q ¨ Form
10-D ¨ Form N-CEN |
|
¨ Form N-CSR |
For Period Ended: December 31, 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
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
Sound Group Inc.
Full Name of Registrant
LIZHI INC.
Former Name if Applicable
60 Anson Road, Mapletree Anson, #09-01/02
Address of Principal Executive Office
(Street and Number)
Singapore 079914
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)
x |
(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.
Sound Group Inc. (the “Company”) is unable to file its
annual report on Form 20-F for the fiscal year ended December 31, 2023 (“2023 Form 20-F”) within the prescribed time period
without unreasonable effort or expense, because the Company needs additional time to assemble the financial information and finalize the
2023 Form 20-F. In accordance with Rule 12b-25(b)(2)(ii) under the Securities Exchange Act of 1934, as amended, the Company endeavors
to file its 2023 Form 20-F as soon as practicable or no later than the financial statements for inclusion therein become available.
PART IV — OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification |
Jinnan (Marco) Lai |
|
+65 |
|
6202 1360 |
(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 x 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 x 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 Company’s net revenue for the fiscal year 2023 is expected to decrease by approximately 5% from the prior year, primarily due
to the decline in the average paying users on the Company’s audio entertainment products. The Company expects to record net loss
for the fiscal year 2023, compared with net income for the fiscal year 2022.
These expected changes in results of operations are based on unaudited results and may subject to further adjustments before
filing of the Company’s 2023 Form 20-F.
Forward-Looking Statements
This notification includes forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The word “expects,”
“anticipates” and similar terms and phrases are used in this notification to identify forward-looking statements. Risks,
uncertainties and assumptions that could affect the Company’s forward-looking statements include, among other things, any changes
to our anticipated financial results as a result of our independent registered public accounting firm completing its audit of the Company’s
financial statements, the ability of the Company and its auditors to confirm information or data identified in the review, the Company’s
ability to complete and file future periodic filings with the SEC on a timely basis and other risks and uncertainties discussed more
fully in the Company’s filings with the SEC. Unless required by law, the Company expressly disclaims any obligation to update publicly
any forward-looking statements, whether as a result of new information, future events or otherwise.
Sound Group Inc. |
(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, 2024 |
By: |
/s/ Jinnan (Marco) Lai |
|
Name: Jinnan (Marco) Lai |
|
Title: Chief Executive Officer, Director |
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