Form 12b-25 Notification of Late Filing for Period Ended February 28, 2026

NT 10-Q 1 formnt10-q.htm NT 10-Q

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON
D.C. 20549

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FORM
12b-25

NOTIFICATION
OF LATE FILING

SEC
File No. 000-56751

| (Check
One) | ☐
Form 10-K | ☐
Form 20-F | ☐
Form 11-K | ☒
Form 10-Q |

For
Period Ended: February 28, 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: ________________________

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

BLUE
CHIP CAPITAL GROUP, INC.

Full
Name of Registrant

Former
Name if Applicable

110
East 59 th Street, 23 rd Floor

Address
of Principal Executive Office (Street and Number)

New
York, NY 10022

City,
State, Zip Code

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:

| |

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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, Form N-SAR, 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 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 the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not
be filed within the prescribed time period. (Attach extra sheets if needed.)

The
Registrant is unable to file, without unreasonable effort and expense, its Form 10-Q Quarterly Report for the period ended February 28,
2026. The Registrant’s independent registered public accounting firm is in the process of completing the review of the Company’s
financial statements and related disclosures and such review has not been completed as of the date hereof. The Company expects to file
the Quarterly Report within the five-day extension period provided by Rule 12b-25.

PART
IV - OTHER INFORMATION

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

| James
C. DiPrima | | 212 | | 324-3478 |
| Name | | Area
Code | | Telephone |

| | (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.

| |

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BLUE
CHIP CAPITAL 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:
April 14, 2026 | | |
| | | |
| By: | /s/
James C. DiPrima | |
| Name: | James
C. DiPrima | |
| Title: | Chief
Executive Officer | |
| Title: | Chief
Financial Officer | |

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