Blue Chip Capital delays 2026 annual report filing

Blue Chip Capital Group Inc. (BCCG) filed a Form 12b-25 to notify of a late filing of its Form 10-K for the fiscal year ended May 31, 2026.

Rhea-AI Filing Summary

Blue Chip Capital Group Inc. (BCCG) filed a Form 12b-25 to notify of a late filing of its Form 10-K for the fiscal year ended May 31, 2026. The company states it cannot file the annual report by the prescribed due date of August 29, 2026 without unreasonable effort or expense because its independent registered public accounting firm is still completing the audit of the fiscal 2026 financial statements.

Blue Chip Capital Group Inc. indicates that, in accordance with Rule 12b-25 under the Securities Exchange Act of 1934, it intends to file the Form 10-K on or before the fifteenth calendar day following the original due date.

Key Figures

Fiscal year end: May 31, 2026 Prescribed Form 10-K due date: August 29, 2026 Extension period under Rule 12b-25: Fifteenth calendar day following the prescribed due date +1 more

4 metrics

Fiscal year end May 31, 2026 Period covered by the delayed Form 10-K

Prescribed Form 10-K due date August 29, 2026 Original filing deadline for the Form 10-K

Extension period under Rule 12b-25 Fifteenth calendar day following the prescribed due date Stated intended filing window for the Form 10-K

Notification signature date August 28, 2026 Date the Form 12b-25 was signed by the CEO/CFO

Key Terms

Form 12b-25, Rule 12b-25, independent registered public accounting firm, Securities Exchange Act of 1934

4 terms

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25 regulatory

"In accordance with Rule 12b-25 promulgated under the Securities Exchange Act"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

independent registered public accounting firm financial

"because the Registrant’s independent registered public accounting firm is in the process"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Securities Exchange Act of 1934 regulatory

"In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934"

FAQ

Why did BCCG file a Form 12b-25 for its 2026 Form 10-K?

Blue Chip Capital Group Inc. filed Form 12b-25 because it could not file its Form 10-K for the year ended May 31, 2026 by the August 29, 2026 due date, citing that its independent registered public accounting firm is still completing the audit of its fiscal 2026 financial statements.

When does BCCG intend to file its delayed 2026 Form 10-K?

The company states it intends to file its Form 10-K for the year ended May 31, 2026 on or before the fifteenth calendar day following the prescribed due date of August 29, 2026, in reliance on Rule 12b-25 under the Securities Exchange Act of 1934.

What period does BCCG’s delayed Form 10-K cover?

The delayed Form 10-K covers Blue Chip Capital Group Inc.’s fiscal year ended May 31, 2026. The notification explains that the audit of the financial statements for this period is still being completed by the company’s independent registered public accounting firm.

Who signed BCCG’s Form 12b-25 notification?

The notification was signed on behalf of Blue Chip Capital Group Inc. by James C. DiPrima, who is identified as both Chief Executive Officer and Chief Financial Officer, dated August 28, 2026.

What rule allows BCCG extra time to file its Form 10-K?

Blue Chip Capital Group Inc. is relying on Rule 12b-25 under the Securities Exchange Act of 1934, which permits an issuer additional time to file a periodic report if it cannot do so on time without unreasonable effort or expense and makes the required notification.

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Available on EDGAR 08/28/2026 - 12:42 PM Accepted by SEC EDGAR 08/28/2026 - 12:41 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File No. 000-56751

(Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q

For Period Ended: May 31, 2026

☐	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: ________________________

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

BLUE CHIP CAPITAL GROUP, INC.

Full Name of Registrant

Former Name if Applicable

110 East 59^th Street, 23^rd Floor

Address of Principal Executive Office (Street and Number)

New York, NY 10022

City, State, Zip Code

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 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, 11-K, Form N-SAR, 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 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 the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

The Registrant is unable to file, without unreasonable effort and expense, its Form 10-K Annual Report for the year ended May 31, 2026, by the prescribed date of August 29, 2026, without unreasonable effort or expense, because the Registrant’s independent registered public accounting firm is in the process of completing the audit of the Registrant’s financial statements for the fiscal year ended May 31, 2026. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Registrant intends to file the Report on or prior to the fifteenth (15th) calendar day following the prescribed due date.

PART IV - OTHER INFORMATION

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

James C. DiPrima		212		324-3748
Name		Area Code		Telephone

	(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 the 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.

BLUE CHIP CAPITAL GROUP, INC.

(Name of Registrant as Specified in Charter)

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

Date: August 28, 2026
By:	/s/ James C. DiPrima
Name:	James C. DiPrima
Title:	Chief Executive Officer
Title:	Chief Financial Officer