Cluster Group (CLUS) files 12b-25 to delay Q1 2026 10-Q by five days

Rhea-AI Filing Summary

Cluster Group Holdings Limited Co. filed a Form 12b-25 notification stating its Form 10-Q for the period ended March 31, 2026 could not be completed on time because the company needs additional time to finish the financial statements and prepare the Form 10-Q. The company expects to use the permitted five calendar day extension and signed the notice on May 15, 2026.

Insights

Corporate Reporting Attorney

Neutral procedural filing: seeks 12b-25 five-day extension to file Q1 2026 Form 10-Q.

The company invoked Rule 12b-25 stating additional time is needed to complete and file the Form 10-Q for the period ended March 31, 2026. The notice asserts the company will use the additional five calendar days permitted for quarterly reports.

Timing: the notice is dated May 15, 2026. Cash‑flow treatment and material operational changes are not stated; subsequent filings will disclose the finalized financials.

Key Figures

Report period end: March 31, 2026 Permitted extension: 5 days Notification date: May 15, 2026 +1 more

4 metrics

Report period end March 31, 2026 Period ended for the Form 10-Q

Permitted extension 5 days Additional calendar days the company expects to use under Rule 12b-25 for a quarterly report

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

Contact telephone +86 21-5091-7695 Telephone number listed in the notice

Key Terms

Rule 12b-25, Form 10-Q, Form 12b-25

3 terms

Rule 12b-25 regulatory

"The registrant anticipates that it will require no more than the additional 5 days allowed to complete and file the Form 10-Q."

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-Q regulatory

"The registrants quarterly report on Form 10-Q for the three months ended March 31, 2026, could not be filed within the prescribed time period"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

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.

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

For the Transition Period Ended: _______________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

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

Cluster Group Holdings Limited Co.

Full Name of Registrant

Former Name if Applicable

16th Floor, North Tower, 528 Pudong South Road

Address of Principal Executive Office (Street and Number)

Shanghai 200120 China

City, State, 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 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, 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.

The registrant’s quarterly report on Form 10-Q for the three months ended March 31, 2026, could not be filed within the prescribed time period because the Company needs additional time to complete the financial statements and to prepare the Form 10-Q. The registrant anticipates that it will require no more than the additional 5 days allowed to complete and file the Form 10-Q.

PART IV - OTHER INFORMATION

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

Yan-Ping Sheng		+86		21-5091-7695
(Name)		(Area Code)		(Telephone No.)

(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 Form 10-K for the fiscal year ended December 31, 2025
(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.

2

Cluster Group Holdings Limited Co.

(Name of Registrant as Specified in Charter)

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

Date: May 15, 2026	By:	/s/ Yan-Ping Sheng
	Name:	Yan-Ping Sheng
	Title:	Chief Executive Officer

3

FAQ

What does Cluster Group (CLUS) state about its late Form 10-Q?

Cluster Group says the Form 10-Q for the period ended March 31, 2026 could not be filed on time. The company states it needs additional time to complete financial statements and expects to use the five-calendar-day extension under Rule 12b-25.

How long does Cluster Group expect to delay filing the Form 10-Q?

The company anticipates the delay will not exceed five calendar days. That is the maximum short-form extension available for quarterly reports under Rule 12b-25 when additional time is required to complete financial statements.

Who signed the Form 12b-25 notification for Cluster Group?

The notice was signed by Yan-Ping Sheng, Chief Executive Officer. The filing shows the signature date as May 15, 2026 and includes a contact telephone number in the provided notice section.

Does the notice disclose changes to results of operations for Q1 2026?

The notice does not disclose any anticipated significant change in results of operations for the period ended March 31, 2026. The form asks the question about significant changes but does not provide a narrative or quantitative estimate in this excerpt.