NextDecade Corp — Regulatory Filings 2016

Mar 31, 2016

NT 10-K 1 extf10k2015_harmonymerger.htm NOTIFICATION OF LATE FILING

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| UNITED
STATES | OMB
APPROVAL |
| --- | --- |
| SECURITIES
AND EXCHANGE COMMISSION | OMB
Number: ........... 3235-0058 |
| Washington,
D.C. 20549 | Expires:
.............. October 31, 2018 |
| | Estimated
average burden Hours per form ....................... 2.50 |
| FORM 12b-25 | |
| NOTIFICATION
OF LATE FILING | SEC
FILE NUMBER 001-36842 |
| | CUSIP
NUMBER 413247 107 |

(Check one):
For
Period Ended: December 31, 2015
☐ Transition
Report on Form 10-K
☐ Transition
Report on Form 20-F
☐ Transition
Report on Form 11-K
☐ Transition
Report on Form 10-Q
☐ Transition
Report on Form N-SAR
For
the Transition Period Ended: ________

Read Instructions (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: N/A

PART I – REGISTRANT INFORMATION

Harmony Merger Corp.

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Full Name of Registrant

N/A

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Former Name if Applicable

777 Third Avenue, 37th Floor

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Address of Principal Executive Office (Street and Number)

New York, New York 10017

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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
reasons 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-SAR or Form-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. |

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PART III – NARRATIVE

State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, NBSAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)

The Company’s Annual Report on Form 10-K for the year ended December 31, 2015 was unable to be completed in time without unreasonable effort and expense to the Company because the Company does not have a full-time administrative and accounting staff and, as a result, was unable to accurately and completely compile the information required to be included in the Form.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

| Thomas
Kobylarz | (212) | 319-7676 |
| --- | --- | --- |
| (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. | |

The Company expects to report a net loss of approximately $265,000 for the year ended December 31, 2015 compared to a net loss of $1,324 for the period from May 21, 2014 (inception) through December 31, 2014.

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HARMONY MERGER CORP.

(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, 2016 |
| --- |
| Thomas
Kobylarz, Chief Financial Officer |

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.

ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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