March 1, 2024 - NT 10-K: Notice under Rule 12b25 of inability to timely file all or part of a Form 10-K, 10-KSB, or 10-KT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 FORM 12b-25

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NOTIFICATION OF LATE FILING

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(Check one):	鈽捥鼺orm 10-K	鈽� Form 20-F	鈽� Form 11-K	听
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听	鈽� Form 10-Q	鈽愄鼺orm 10-D	鈽愄鼺orm N-CEN	鈽愄鼺orm N-CSR

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For Period Ended: December 31, 2023

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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

For the Transition Period Ended:听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听听

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Read Instruction (on back page) Before Preparing Form. Please Print or Type.

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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:

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PART I 鈥� REGISTRANT INFORMATION

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男人宫殿.

Full Name of Registrant

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Former Name if Applicable

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4400 Biscayne Blvd.

Address of Principal Executive Office (Street and Number)

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Miami, FL 33137

City, State and Zip Code

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SEC 1344 (06-19)

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.

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PART II 鈥� RULES 12b-25(b) AND (c)

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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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听	听	(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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鈽�	听	(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听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听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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听	听	(c)	The accountant鈥檚 statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

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PART III 鈥� NARRATIVE

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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.

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男人宫殿. (the 鈥淐ompany鈥�) is unable to timely file with the Securities and Exchange Commission (鈥淪EC鈥�) its Annual Report on Form 10-K for the year ended December 31, 2023 (the 鈥淎nnual Report鈥�) without unreasonable effort or expense. The Form 10-K cannot be filed by the prescribed due date because additional time, resources and effort are required听to complete work related to the Company鈥檚 financial reporting and close procedures. The Company anticipates that the Annual Report will be filed on March 1, 2024.

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PART IV 鈥� OTHER INFORMATION

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

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Adam Logal	听	305	听	575-4100
(Name)	听	(Area Code)	听	(Telephone Number)

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(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).听

鈽� Yes听听鈽� No

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(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?

听	鈽� Yes听听听鈽� 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.

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Please refer to the Company鈥檚 Earnings Release filed with the Securities and Exchange Commission as Exhibit 99.1 to Form 8-K on February 27, 2024. There will be no change in the financial results included in the Form 10-K compared to the financial information reported in the Company鈥檚 Earnings Release.

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听	男人宫殿.	听
听	(Name of Registrant as Specified in Charter)	听

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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

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Date	March 1, 2024	听	By	/s/ Adam Logal	听
听	听	听	听	Adam Logal, Sr. VP, CFO	听

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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鈥檚 authority to sign on behalf of the registrant shall be filed with the Form.

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ATTENTION

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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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1.	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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3.	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.

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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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Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (搂232.201 or 搂232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (搂232.13(b) of this Chapter).

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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 (搂232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed听should comply with either Rule 201 or 202 of Regulation S-T (搂232.201 and 搂232.202 of this chapter).

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