FinTrade Sherpa (FTSP) cites auditor resignation, delays March 31, 2026 10-Q

Rhea-AI Filing Summary

FinTrade Sherpa, Inc. notifies the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 and is seeking relief under Rule 12b-25. The company cites executive leadership and board changes, an auditor resignation and the onboarding of a new auditor, and additional review related to recent financing transactions. Management states it is working to finalize the audit and expects to file within the extension period provided under Rule 12b-25.

Key Figures

Period Ended: March 31, 2026 Notification Date: May 18, 2026 Contact Phone: (775) 234-5443 +1 more

4 metrics

Period Ended March 31, 2026 Form 10-Q reporting period

Notification Date May 18, 2026 12b-25 signature date

Contact Phone (775) 234-5443 Contact for notification (Mark Walmesley)

Relief Sought Rule 12b-25 extension Relief to file late Form 10-Q within extension period

Key Terms

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

3 terms

Rule 12b-25 regulatory

"seeking relief under Rule 12b-25 to file within the extension period"

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 financial

"unable to file its Quarterly Report on Form 10-Q for the period 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.

auditor resignation regulatory

"the Company accepted the resignation of its auditor and is transitioning to a new auditor"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

	FORM 12b-25	SEC FILE NUMBER
		000-53676
		CUSIP NUMBER
	NOTIFICATION OF LATE FILING	540199106

(Check one):	o Form 10-K           o Form 20-F           o Form 11-K           x Form 10-Q           o Form 10-D           o Form N-CEN       o Form N-CSR
	For Period Ended: March 31, 2026 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o 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

FinTrade Sherpa, INC.

Full Name of Registrant

Former Name if Applicable

1 East Liberty Street, Suite 600

Address of Principal Executive Office (Street and Number)

Reno, NV 89501

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)

	x		(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.

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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. (Attach extra Sheets if Needed)

The Company is unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 within the prescribed time period without unreasonable effort or expense.

During the reporting period, the Company began undergoing changes in its executive leadership and board composition to be more suitable to the needs of the Company, including the pending appointment of new officers and directors. As part of the aforementioned change, the Company, accepted the resignation of its auditor. The transition to a new auditor has required additional time for onboarding, review of prior-period workpapers, and completion of required audit procedures.

These changes have required additional internal review, re-evaluation of certain disclosures, and coordination among new management personnel, which has further delayed the completion of the financial statements and related disclosures.

The Company is working diligently to finalize the audit and complete all required sections of the Form 10-Q and expects to file the report within the extension period provided under Rule 12b-25.

Additional time is required to complete the preparation and review of the Company’s financial statements and related disclosures, including the accounting and disclosure review relating to recent financing transactions. 

PART IV — OTHER INFORMATION

(1)	Name and telephone number of the person to contact in regard to this notification
	Mark Walmesley		(775)		234-5443
	(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? If answer is no, identify report(s).
	Yes  x     NO  o
(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  o     NO  x
	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.

FinTrade Sherpa, 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:	May 18, 2026		By:	/s/ Mark Walmesley
			Name:	Mark Walmesley
			Title:	President

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION 
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 

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FAQ

Why did FTSP file a Form 12b-25 for the quarter ended March 31, 2026?

FTSP states it began executive and board changes and accepted its auditor's resignation, requiring time to onboard a new auditor and review prior-period workpapers. These steps delayed completion of financial statements and disclosures for the March 31, 2026 Form 10-Q.

Will FinTrade Sherpa (FTSP) file the delayed Form 10-Q within the extension period?

The company states it expects to file the Form 10-Q within the extension period allowed by Rule 12b-25. The notification indicates management is finalizing audit work, accounting reviews, and disclosures before submission under the Rule 12b-25 timetable.

Does the Form 12b-25 indicate any anticipated change in FTSP's results of operations?

FTSP answered No to whether a significant change in results of operations is anticipated versus the prior year period. No narrative or quantitative estimate of changes in earnings was attached to the notification.

Who is the contact for questions about FTSP's late filing?

The notification lists Mark Walmesley, President, as the contact and provides telephone (775) 234-5443. This individual signed the Form 12b-25 dated May 18, 2026 on behalf of FinTrade Sherpa, Inc.

What reasons did FTSP give related to recent financing transactions?

FTSP stated additional time is required to complete accounting and disclosure review relating to recent financing transactions. The notification ties this work to auditor transition and management changes delaying the Form 10-Q completion.