Cloudweb delays 2025 Form 10-K under Rule 12b-25

Rhea-AI Filing Summary

Cloudweb, Inc. notified the SEC that its Form 10-K for the fiscal year ended December 31, 2025 was not filed on time because the company encountered difficulties finalizing audit materials that "could not be eliminated without unreasonable effort or expense." The notification states the company seeks relief under Rule 12b-25 and is signed by CEO Zhi De Liao on April 1, 2026.

Insights

Corporate Governance Analyst

Late 10-K filing due to audit finalization issues; company invoked Rule 12b-25.

The filing plainly states the Form 10-K for the year ended December 31, 2025 could not be completed because audit materials required finalization, described as requiring "unreasonable effort or expense." This is an administrative notification, not a final disclosure of financial results.

Key items to watch in subsequent filings are the eventual 10-K itself and any auditor communications; timing and the auditor's report will clarify whether there are audit findings or adjustments. Subsequent periodic filings will show if results materially change.

Key Figures

Fiscal period ended: December 31, 2025 Notice signature date: April 1, 2026 Contact phone: (650) 963-7749

3 metrics

Fiscal period ended December 31, 2025 Period covered by the delayed Form 10-K

Notice signature date April 1, 2026 Date the Form 12b-25 was signed by the CEO

Contact phone (650) 963-7749 Registrant contact listed in the notice

Key Terms

Rule 12b-25, Form 10-K, unreasonable effort or expense

3 terms

Rule 12b-25 regulatory

"The Registrant’s Form 10-K for the year ended December 31, 2025 could not be filed"

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.

Form 10-K financial

"The Registrant’s Form 10-K for the year ended December 31, 2025 could not be filed"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

unreasonable effort or expense regulatory

"could not be eliminated without unreasonable effort or expense"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Cloudweb (CLOW) file a Form 12b-25 for its 2025 10-K?

Cloudweb states the 10-K was delayed due to difficulties finalizing audit materials that could not be eliminated without unreasonable effort. The company invoked Rule 12b-25 and signed the notice on April 1, 2026.

When will Cloudweb (CLOW) file the delayed Form 10-K?

The notice invokes Rule 12b-25 relief but does not set a specific filing date. Rule 12b-25 allows a short extension; the company must file the completed Form 10-K within the permitted extension period.

Does the 12b-25 mean Cloudweb (CLOW) expects different results for 2025?

The company answered No to the question about anticipated significant changes in results in the notice. No quantitative change or estimate is included in the filing excerpt.

Who signed Cloudweb's (CLOW) late-filing notice and how can I contact them?

The Form 12b-25 is signed by CEO Zhi De Liao on April 1, 2026. The contact phone listed is (650) 963-7749 in the filing excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/01/2026 - 02:50 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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, 2025
	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR
	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

Cloudweb, Inc.

Full Name of Registrant

800 W El Camino Real Suite 180

Address of Principal Executive Office (Street and Number)

Mountain View, CA

City, State and Zip Code

PART II—RULE 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 the reason why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. 

The Registrant’s Form 10-K for the year ended December 31, 2025 could not be filed within the prescribed time period due to difficulties finalizing the materials required to complete the Registrant’s audit, which could not be eliminated without unreasonable effort or expense.

PART IV—OTHER INFORMATION

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

Zhi De Liao		(650)		963-7749
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) or 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 reason why a reasonable estimate of the results cannot be made.

2

Cloudweb, Inc.

(Name of Registrant as Specified in Charter)

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

Date:  April 1, 2026	By:	/s/ Zhi De Liao
		Zhi De Liao
		Chief Executive Officer

3