UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
 

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SEC File Number:
001-39029
 
CUSIP Number:
58450D104
 
(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:
June 30, 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: 
 
            
 

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:

PART I — REGISTRANT INFORMATION
 
MEDIACO HOLDING INC.
Full Name of Registrant
 
 N/A
Former Name if Applicable
 
48 WEST 25TH STREET, THIRD FLOOR
Address of Principal Executive Office (Street and Number)
 
NEW YORK , NEW YORK  10010
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 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-SAR 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.
 

SEC 1344 (06-19)
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.

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.
 
The Company has experienced delays in completing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, within the prescribed time period, due to delays in finalizing financial statements for the period related to the inclusion in the results for the period of the operations of the business acquired by the Company on April 17, 2024, from Estrella Broadcasting, Inc. and its subsidiaries. The delay could not be eliminated without unreasonable effort or expense. 

(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
 
(1)
 
Name and telephone number of person to contact in regard to this notification
 
 
Ann C. Beemish
 
(212)
 
229-9797
 
 
(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 estimates net revenues, operating loss and net loss for the quarter ended June 30, 2024 were approximately $26.9 million, $7.9 million and $42.4 million, respectively. Net revenues, operating income and net loss for the quarter ended June 30, 2023 were $12.1 million, $0.1 million and $0.4 million, respectively.  All of the changes from the prior year quarter relate primarily to the inclusion in the results for the current period of the operations of the business acquired by the Company on April 17, 2024, from Estrella Broadcasting, Inc. and its subsidiaries.

MEDIACO HOLDING 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 
August 14, 2024
 
By 
/s/ Ann C. Beemish
 
 
 
 
Ann C. Beemish, Executive Vice President,
 
 
 
 
Chief Financial Officer and Treasurer
 
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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