Washington, D.C. 20549


FORM 12b-25



(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: December 31, 2021
  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:




The Arena Group Holdings, Inc.
Full Name of Registrant
Former Name if Applicable:
200 Vesey Street, 24th Floor
Address of Principal Executive Office (Street and Number)
New York, NY 10281
City, State and Zip Code






  SEC FILE NUMBER: 1-12471
  CUSIP NUMBER: 45812Y207


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.
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 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.


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.




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. (Attach Extra Sheets if Needed).


The Arena Group Holdings, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal period ended December 31, 2021 (the “2021 Form 10-K”) in a timely manner without unreasonable effort or expense. Management is in the process of finalizing the operating results of the Company’s fiscal year 2021 and related financial statements. The Company is working diligently to complete the necessary work in connection with the finalizing the 2021 Form 10-K and intends to file the 2021 Form 10-K as soon as reasonably practicable thereafter.




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


  Doug Smith   (212)   321-5002
  (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

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.




  SEC FILE NUMBER: 1-12471
  CUSIP NUMBER: 45812Y207



(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, 2022 By: /s/ Douglas B. Smith
  Name & Title: Douglas B. Smith,

Chief Financial Officer

(Principal Financial Officer)