ONAR (ONAR) delays 10-Q filing as audit for 2025 remains incomplete

Rhea-AI Filing Summary

ONAR Holding Corporation notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 because the company’s audit firm requires additional time to complete audit procedures for the year ended December 31, 2025. The company states it does not expect to file within the five-day extension under Rule 12b-15.

Key Figures

Quarter end: March 31, 2026 Fiscal year end: December 31, 2025 Prior NT 10-K filing: March 31, 2026 +2 more

5 metrics

Quarter end March 31, 2026 Period covered by the delayed Form 10-Q

Fiscal year end December 31, 2025 Year-end undergoing audit that delayed filings

Prior NT 10-K filing March 31, 2026 Date NT 10-K Form 12b-25 was filed for the 2025 10-K

Five-day extension fifth calendar day Rule 12b-15 extension period for Form 10-Q

Notification signed May 18, 2026 Date the Form 12b-25 notification was signed by CEO

Key Terms

Form 12b-25, NT 10-K, Rule 12b-15

3 terms

Form 12b-25 regulatory

"Notification of Late Filing used to notify inability to timely file a periodic report"

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.

NT 10-K regulatory

"Referenced as the prior Notification of Late Filing for the annual report"

A NT 10-K is a formal notice filed with U.S. regulators saying a company will not deliver its required annual financial report (Form 10‑K) by the deadline. For investors it matters because a late report increases uncertainty about recent results and governance — like a delayed report card, it can signal accounting problems, audits still in progress, or other setbacks that may affect the stock’s risk and valuation.

Rule 12b-15 regulatory

"Five-day extension period referenced for Form 10-Q filings"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC File Number 000-56012

CUSIP Number 75955V108

NOTIFICATION OF LATE FILING

(Check one) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ 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

ONAR Holding Corporation (ONAR)

Full Name of Registrant

Former Name if Applicable

990 Biscayne Blvd., 5th Floor

Address of Principal Executive Office (Street and Number)

Miami, FL 33132

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)

	(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-SAR 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-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

ONAR Holding Corporation (the “Company”) has determined that it is unable to file the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Form 10-Q”) without unreasonable effort or expense and is filing this Notification of Late Filing on Form 12b-25 with respect to the Form 10-Q.

As previously reported on the Company’s Form 12b-25 filed on March 31, 2026 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “NT 10-K”), the Company’s audit firm needs more time to complete its audit procedures and review the financials for the year ended December 31, 2025. As a result of this, the Company has been unable to complete the preparation of its financial statements and disclosures for the reporting period, and therefore is unable to file the Form 10-Q on or before the prescribed filing date without unreasonable efforts or expense. In light of the ongoing delay regarding the completion of the audit, the Company does not currently expect to file the 10-Q on or before the fifth-day extension period granted pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended.

Forward-Looking Statements

This Form 12b-25 includes information that constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include statements regarding the anticipated timing of filing the Report. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the risk that additional or different information may become known prior to the expected filing of the periodic report described herein. Other risks affecting the Company are discussed in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

2

PART IV - OTHER INFORMATION

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

Claude Zdanow		(213)		437-3081
(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  ☒ No

The registrant has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company’s NT 10-K was filed on March 31, 2026. The registrant's Annual Report on Form 10-K is expected to be filed promptly upon completion of the audit.

(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.

3

ONAR Holding Corporation

(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/ Claude Zdanow
		Claude Zdanow,
		Chief Executive Officer

4

FAQ

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

ONAR filed Form 12b-25 because its audit firm needs more time to finish audit procedures for the year ended December 31, 2025. The delayed audit prevented completion of the Form 10-Q financial statements and disclosures for the March 31, 2026 period.

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

The company states it does not expect to meet the five-day extension under Rule 12b-15. It says the Annual Report on Form 10-K for the year ended December 31, 2025 will be filed promptly upon completion of the audit, but no specific filing date is given.

Does ONAR’s Form 12b-25 say other reports are missing?

The notice confirms the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 has not yet been filed. The company previously filed a Form 12b-25 for that NT 10-K on March 31, 2026 and expects to file the 10-K after audit completion.

Who at ONAR can be contacted about this late filing?

The contact listed is Claude Zdanow, Chief Executive Officer, with telephone number (213) 437-3081. This person is named in Part IV as the contact for questions regarding the notification of late filing.