Dalrada Technology Group (NASDAQ: DFCO) files 12b-25 for late 10-Q

Rhea-AI Filing Summary

Dalrada Technology Group, Inc. submitted a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026. The company says additional time is needed to compile and analyze information, complete financial statements and disclosures, and allow review by its independent registered public accounting firm. Dalrada expects to file the Form 10-Q as soon as practicable and no later than the fifth calendar day following the prescribed due date, in accordance with Rule 12b-25.

Key Figures

Fiscal quarter end: March 31, 2026 Safe-harbor filing window (quarterly): fifth calendar day Safe-harbor filing window (annual/others): fifteenth calendar day +2 more

5 metrics

Fiscal quarter end March 31, 2026 Quarter end for the Form 10-Q the company could not timely file

Safe-harbor filing window (quarterly) fifth calendar day Company expects to file the Form 10-Q no later than the fifth calendar day following the prescribed due date

Safe-harbor filing window (annual/others) fifteenth calendar day Rule 12b-25 allows certain reports to be filed on or before the fifteenth calendar day following the prescribed due date

Contact telephone (949) 375-6566 Phone number for Kyle McCollum listed as contact for this notice

Registrant address ZIP 92025 ZIP code for principal executive office in Escondido, California

Key Terms

Rule 12b-25, Form 10-Q, independent registered public accounting firm

3 terms

Rule 12b-25 regulatory

"will be filed on or before the fifth calendar day following the prescribed due date"

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

"Unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

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.

independent registered public accounting firm financial

"allow for the review by its independent registered public accounting firm"

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.

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   [X] 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

Dalrada Technology Group, Inc.

Full Name of Registrant:

Dalrada Financial Corporation

Former Name if Applicable

600 La Terraza Blvd.

Address of Principal Executive Office (Street and Number)

Escondido, California 92025

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, 11-K or 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 of 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 reasons 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 is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense. Additional time is required for the Registrant to compile and analyze certain information and documentation, complete the preparation of its financial statements, and finalize certain disclosures required to be included in the Form 10-Q, as well as to allow for the review by its independent registered public accounting firm. The Registrant currently expects to file the Form 10-Q as soon as practicable and no later than the fifth calendar day following the prescribed due date, in accordance with Rule 12b-25.

PART IV - OTHER INFORMATION

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

Kyle McCollum		(949)		375-6566
(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

(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.

Dalrada Technology 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: May 18, 2026 By: /s/ Brian Bonar                           Brian Bonar Title: CEO

2

FAQ

Why did Dalrada (DFCO) file a Form 12b-25?

Dalrada says it needs more time to compile and analyze information and complete financial statements. The company cites the need for review by its independent registered public accounting firm before filing the Form 10-Q.

When does Dalrada expect to file the delayed Form 10-Q?

Dalrada expects to file the Form 10-Q no later than the fifth calendar day following the prescribed due date. The company also states it will file "as soon as practicable" in accordance with Rule 12b-25.

Does the 12b-25 notice indicate changed earnings for DFCO?

The notice does not state an anticipated material change in results of operations. The company answered the question about significant changes with the form's provided options but did not attach quantitative earnings estimates.

Who can be contacted about this late filing?

The contact listed is Kyle McCollum with telephone (949) 375-6566. This person is identified in the notice as the contact regarding the Form 12b-25 filing and timing for the 10-Q.

What does Rule 12b-25 permit companies like Dalrada to do?

Rule 12b-25 permits a brief extension to file when additional time is needed due to reasonable effort or expense. Dalrada cites the rule and expects to use the five- or fifteen-day safe-harbor timing specified by the rule.