UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
NOTIFICATION OF LATE
FILING |
OMB APPROVAL |
OMB Number: 3235-0058
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SEC FILE NUMBER
000-32585 |
CUSIP NUMBER
|
| (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
SUNRISE REAL ESTATE GROUP, INC.
Full
Name of Registrant
Former
Name if Applicable
No. 18, Panlong Road
Address
of Principal Executive Office (Street and Number)
Shanghai, PRC 201702
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
reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; |
x
|
(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. |
| SEC
1344 (01-19) |
Potential
persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays
a currently valid OMB control number. |
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 was unable, without unreasonable effort or expense, to file its quarterly report on Form 10-Q for the period ended March 31,
2026 due to the fact that the Registrant requires additional time to complete its financial statements and disclosures. The Registrant
expects to file the Form 10-Q within the extension period prescribed by Rule 12b-25.
PART
IV — OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification |
| Steven W. Schuster, Esq. |
|
212 |
|
448-6216 |
| (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). x 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? x 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. |
| The Company anticipates that its results of operations for the quarter ended March 31, 2026 will
reflect a material decrease in revenues and an increase in net loss as compared to the corresponding period in the prior fiscal
year. Net revenues for the quarter ended March 31, 2026 were approximately $679,834, compared to approximately $9.8 million for the
quarter ended March 31, 2025. Net loss for the quarter ended March 31, 2026 was approximately $3.5 million, compared to
approximately $2.2 million for the quarter ended March 31, 2025. The changes were primarily attributable to the prolonged downturn
in the People's Republic of China real estate industry. |
SUNRISE REAL ESTATE GROUP, 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
15th, 2026 |
|
By |
|
/s/ Mi Yong Jun |
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). |