UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(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, 2022
	☐  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:

PART I — REGISTRANT INFORMATION

Kaanapali Land, LLC

(Exact name of registrant as specified in its charter)

Delaware	01-0731997
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois	60611
(address of principal executive offices)	(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-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.

As of March 31, 2023, Kaanapali Land, LLC (the “Company” or “we”) is unable to complete the filing of its Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2022 within the prescribed time without unreasonable effort or expense.

The Company, with the assistance of external counsel, has been monitoring the closure of the D/C Distribution Corporation (“D/C”) bankruptcy case and the results of a court hearing held on March 29, 2023. As of March 31, 2023, there has been no determination on the closing of the bankruptcy case. Upon the resolution of the D/C bankruptcy by the court, the Company expects to reverse a related contingent liability as of the balance sheet date. This uncertainty has caused delays in the completion of the Company’s financial statements contained in the Form 10-K. While there can be no assurance, the Company does not expect this to have a material impact on the financial statements reported in prior periods. The Company expects to file its Form 10-K within the fifteen-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

This notice contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) and information relating to the Company that are based on the beliefs of the management of the Company. These forward looking statements include, without limitation, statements regarding the Company’s expectations that it will file the Form 10-K within the time period prescribed by Rule 12b-25. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

PART IV — OTHER INFORMATION

(1)	Name, title, and telephone number of person to contact in regard to this notification
	Richard Helland Vice President and Principal Accounting Officer
	Registrant’s telephone number, including area code:  312-915-1987
(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.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Kaanapali Land, LLC
By:	Pacific Trail Holdings, LLC (Sole Managing Member)
	/s/ Richard Helland
By:	Richard Helland Vice President
Date:	March 31, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	/s/ Richard Helland
By:	Richard Helland Vice President and Principal Accounting Officer
Date:	March 31, 2023
	/s/ Stephen Lovelette
By:	Stephen Lovelette President, Chief Executive Officer and Chief Financial Officer
Date:	March 31, 2023