[NT 10-Q] TRANSUITE.ORG INC. SEC Filing

Rhea-AI Filing Summary

TRANSUITE.ORG INC. filed a Form 12b-25 notifying the SEC that its Form 10-Q for the quarter ended March 31, 2026 could not be timely filed because the company faced difficulties finalizing audit materials that could not be eliminated without unreasonable effort or expense. The company reported that net loss for the three months ended March 31, 2026 was approximately $3.8 million, up from $486,000 in the prior-year quarter, driven largely by $3.9 million of stock-based compensation recorded for consultant services. Revenue for the quarter was approximately $122,000, versus $0 in the comparative period. Total assets rose to $470,000 as of March 31, 2026 from $338,000 as of December 31, 2025, while total liabilities fell to $335,000 from $810,000, largely due to issuance of previously recorded stock payables. The notification is signed by Mengqing Fan, Chief Executive Officer.

Positive

• None.

Negative

• Quarterly net loss widened to $3.8 million, driven largely by $3.9 million of stock-based compensation recorded in the period.

Insights

Accounting Director

Audit_completion delay tied to finalizing audit materials; financials show non-cash stock charges.

The company cites difficulties finalizing materials required to complete the audit, invoking Rule 12b-25 relief to delay its Form 10-Q filing. This is a procedural disclosure signaling the company needs additional time to obtain audit comfort before filing finalized quarterly financials.

Key dependencies include completion of audit procedures and issuance of any accountant statements. Subsequent periodic filings should show whether adjustments arise from audit work; timing and the auditor's report will be dispositive.

Financial Analyst (M&A/Operational)

Q1 results reflect heavy stock-based compensation and early-stage revenue recognition after acquisitions.

Net loss widened to $3.8 million, principally from $3.9 million in stock-based compensation granted to consultants. Revenue of $122,000 was recognized following acquisitions completed in the second half of 2025.

Watch for audited 10-Q disclosures clarifying acquisition accounting, revenue recognition policies, and whether stock-based compensation was non-cash consideration tied to those acquisitions.

Key Figures

Net loss (Q1 2026): $3.8 million Net loss (Q1 2025): $486,000 Stock-based compensation: $3.9 million +6 more

9 metrics

Net loss (Q1 2026) $3.8 million Three months ended March 31, 2026

Net loss (Q1 2025) $486,000 Three months ended March 31, 2025

Stock-based compensation $3.9 million Recorded in Q1 2026 for consultants

Stock-based compensation (Q1 2025) $409,000 Three months ended March 31, 2025

Revenue (Q1 2026) $122,000 Three months ended March 31, 2026

Total assets $470,000 As of March 31, 2026

Total assets (prior) $338,000 As of December 31, 2025

Total liabilities $335,000 As of March 31, 2026

Total liabilities (prior) $810,000 As of December 31, 2025

Key Terms

Rule 12b-25, stock-based compensation, accounts receivable, stock payable

4 terms

Rule 12b-25 regulatory

"could not be filed within the prescribed time period due to difficulties finalizing the materials"

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.

stock-based compensation financial

"the Company incurred stock-based compensation of approximately $3.9 million"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

accounts receivable financial

"Total assets increased ... mainly due to an increase in accounts receivable"

Money a company is owed by its customers for goods or services already delivered but not yet paid for. Think of it like a stack of IOUs or open tabs: it represents future cash the business expects to collect. Investors watch accounts receivable because large or growing balances can signal strong sales or potential cash shortfalls if customers don’t pay, affecting liquidity, working capital and the company’s financial health.

stock payable financial

"Total liabilities decreased ... mainly due to the decrease in stock payable"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 06:00 AM Learn about SEC filing dates

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 ☐     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

TRANSUITE.ORG INC.

Full Name of Registrant

732 S 6th St # 4304

Address of Principal Executive Office (Street and Number)

Las Vegas, NV 89101

City, State and Zip Code

PART II—RULE 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;
☒	(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 the reason why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. 

The Registrant’s Form 10-Q for the quarter ended March 31, 2026 could not be filed within the prescribed time period due to difficulties finalizing the materials required to complete the Registrant’s audit, which could not be eliminated without unreasonable effort or expense.

PART IV—OTHER INFORMATION

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

Mengqing Fan		(775)		295-4295
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) or 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 reason why a reasonable estimate of the results cannot be made.

During the three months ended March 31, 2026, net loss increased to approximately $3.8 million compared to $486,000 incurred during the three months ended March 31, 2025. During the three months ended March 31 2026, the Company incurred stock-based compensation of approximately $3.9 million for common stock issued to consultants for service rendered as compared to $409,000 stock-based compensation incurred during the three months ended March 31, 2025. During the second half of year 2025, the Company acquired eight entities. During the three months ended March 31, 2026, the Company recognized revenue of approximately $122,000 compared to $0 during the comparative period during 2025.

Total assets increased from approximately $338,000 as of December 31, 2025 to approximately $470,000 as of March 31, 2026 mainly due to an increase in accounts receivable.

Total liabilities decreased from approximately $810,000 as of December 31, 2025 to $335,000 as of March 31, 2026 mainly due to the decrease in stock payable as outstanding stock were mostly issued during the three months ended March 31, 2026.

2

TRANSUITE.ORG INC.

(Name of Registrant as Specified in Charter)

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

Date: May 18, 2026	By:	/s/ Mengqing Fan
		Mengqing Fan
		Chief Executive Officer

3