Circle8 Group (CIRC) cites new January buy in late Q2 filing

Rhea-AI Filing Summary

Circle8 Group Inc. filed a notification that its Form 10-Q for the period ended June 30, 2026 will be filed late. The company cites ongoing work to gather information from its recently acquired subsidiary, Circle8 Group B.V., as the reason for the delay.

Circle8 indicates it expects to file the quarterly report within the additional time permitted under Rule 12b-25 for late filings. The company also notes that a Form 8-K/A for January 22, 2026 remains outstanding. It explains that Circle8 Group B.V. was not acquired until January 2026, which affects comparability with the prior-year period.

Key Figures

Form type: Form 10-Q Period end date: June 30, 2026 Acquisition timing: January 2026 +2 more

5 metrics

Form type Form 10-Q Quarterly report subject to the NT 10-Q notification

Period end date June 30, 2026 Quarterly period covered by the late Form 10-Q

Acquisition timing January 2026 Month and year Circle8 Group B.V. was acquired

Company phone contact (770) 861-0213 Telephone number for the contact named in the notification

Notification signature date August 17, 2026 Date the NT 10-Q was signed by the Chief Financial Officer

Key Terms

Rule 12b-25, transition report, significant change in results of operations, Form 8-K/A

4 terms

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25(b)"

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.

transition report regulatory

"transition report on Form 10-K, Form 20-F, Form 11-K"

significant change in results of operations financial

"anticipated that any significant change in results of operations"

Form 8-K/A regulatory

"identify report(s). Form 8-K/A for January 22, 2026"

A Form 8-K/A is an amended current report filed with the U.S. Securities and Exchange Commission to correct, clarify or add information that was previously disclosed on a Form 8-K about a material corporate event. For investors it matters because it updates the official record—like an edited breaking-news bulletin—so market participants can reassess a company’s risks, valuation or legal exposure based on the most accurate, complete information.

FAQ

Why did Circle8 Group Inc. (CIRC) file an NT 10-Q for June 30, 2026?

Circle8 Group Inc. filed an NT 10-Q because it is still gathering information from its recently acquired subsidiary, Circle8 Group B.V.. This information is needed to complete the quarterly report for the period ended June 30, 2026.

When does Circle8 Group Inc. (CIRC) expect to file the delayed Form 10-Q?

Circle8 states the Form 10-Q will be filed within the five-calendar-day extension allowed under Rule 12b-25 for late quarterly reports. This extension runs from the original prescribed due date of the June 30, 2026 Form 10-Q.

What role does Circle8 Group B.V. play in Circle8 Group Inc.’s (CIRC) late filing?

The company explains it is still gathering information from Circle8 Group B.V., a subsidiary acquired in January 2026. That ongoing data collection from the new subsidiary has delayed completion of the June 30, 2026 Form 10-Q.

Does Circle8 Group Inc. (CIRC) expect changes in results for the June 30, 2026 quarter?

Circle8 notes that Circle8 Group B.V. was not acquired until January 2026, indicating the upcoming quarter’s results will include this subsidiary. This affects comparability with the corresponding period of the prior fiscal year.

Are there other delayed SEC reports for Circle8 Group Inc. (CIRC)?

Circle8 discloses that not all required reports have been filed and specifically identifies a Form 8-K/A relating to January 22, 2026 as outstanding. This is in addition to the late Form 10-Q for June 30, 2026.

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Available on EDGAR 08/17/2026 - 09:33 AM Accepted by SEC EDGAR 08/17/2026 - 09:33 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

SEC FILE NUMBER

001-40760

CUSIP NUMBER

048892109

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: June 30, 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: Not applicable

PART I — REGISTRANT INFORMATION

Circle8 Group Inc.

Full Name of Registrant

Atlantic International Corp

Former Name if Applicable

270 Sylvan Avenue, Suite 2230

Address of Principal Executive Office (Street and Number)

Englewood Cliffs, NJ 07632

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-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.

Circle8 Group Inc. is in the process of still gathering information from its recently acquired subsidiary Circle8 Group B.V.

PART IV — OTHER INFORMATION

(1)

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

Kevin J. Murphy

( 770 )

861-0213

(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?

☐ Yes ☒ No

If answer is no, identify report(s).

Form 8-K/A for January 22, 2026.

(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.

Explanation for Part IV (3): Circle8 Group B.V. was not acquired until January 2026.

Circle8 Group 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 17, 2026

By:

/s/ Kevin J. Murphy

Kevin J. Murphy

Chief Financial Officer