[NT 10-Q] Cloudweb, Inc. SEC Filing

Rhea-AI Filing Summary

Cloudweb, Inc. notified the SEC it could not timely file its Form 10-Q for the period ended March 31, 2026. The company cited difficulties finalizing the materials required to complete the audit and filed a Form 12b-25 signed on May 15, 2026, seeking the relief available under Rule 12b-25.

Key Figures

Quarter end: March 31, 2026 Notification date: May 15, 2026 Contact phone: (650) 963-7749 +2 more

5 metrics

Quarter end March 31, 2026 period ended for the delayed Form 10-Q

Notification date May 15, 2026 date the Form 12b-25 was signed by the CEO

Contact phone (650) 963-7749 telephone number provided for signatory Zhi De Liao

Rule 12b-25 annual deadline fifteenth calendar day deadline reference for annual reports in Rule 12b-25 text

Rule 12b-25 quarterly deadline fifth calendar day deadline reference for quarterly reports in Rule 12b-25 text

Key Terms

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

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25"

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 12b-25 regulatory

"The Registrant’s Form 10-Q for the quarterly ended March 31, 2026 could not be filed within the prescribed time period"

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.

unreasonable effort or expense legal

"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"

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

Add on Google Not now

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: March 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
	☐	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-Q for the quarterly ended March 31, 2026 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:  May 15, 2026	By:	/s/ Zhi De Liao
		Zhi De Liao
		Chief Executive Officer

3

FAQ

Why did Cloudweb (CLOW) file a Form 12b-25?

Cloudweb filed the Form 12b-25 because it could not complete audit materials needed for its Form 10-Q. The company states the difficulties "could not be eliminated without unreasonable effort or expense," per the filing.

What period is affected by Cloudweb's delayed Form 10-Q?

The delay affects the quarterly report for the period ended March 31, 2026. The notification specifically references the Form 10-Q for that quarter and the audit-related finalization issues.

When did Cloudweb sign the Form 12b-25 notification?

The Form 12b-25 was signed by Zhi De Liao on May 15, 2026. The signature appears on the filing certifying the notification on the company's behalf.

Does the Form 12b-25 specify when the 10-Q will be filed?

The filing cites Rule 12b-25 relief but does not provide a specific filing date for the Form 10-Q. It references the procedural deadlines in Rule 12b-25 without naming an exact completion date.

Who at Cloudweb is listed as the contact for this notification?

The contact shown is Zhi De Liao with telephone (650) 963-7749. That person is identified in Part IV as the signatory and contact for the notification.