UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check
one): x Form
10-K o
Form 20-F o Form
11-K o Form 10-Q o Form
10-D o Form N-CEN o N-CSR
For Period Ended: December 31, 2025
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
| Full Name of Registrant |
Aphoenity International Holdings Inc. |
| Former Name if Applicable: |
|
| Address of Principal Executive Office (Street and Number): |
35/F, Central Plaza, 18 Harbour Road, Wanchai |
| City, State and Zip Code: |
Hong Kong,
SAR PRC |
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 Forms 10-K, 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the 15th 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 reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-CEN, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.
Aphoenity International Holdings Inc. (the
“Company”) is unable to file its annual report on Form 10-K for the year ended December 31, 2025 within the
prescribed time period without unreasonable effort and expense. We are requesting this extension to allow more time for our
independent registered public accounting firm to complete their review of our interim financial statements.
PART IV - OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification: |
| Chun
Fong SIM |
|
+852 |
|
2824
8560 |
| (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 the answer is no, identify report(s). |
| |
|
| |
o Yes x No |
| |
June 30, 2025 |
| (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: |
| |
|
| |
o Yes x 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.
Aphoenity International Holdings 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 |
April 7, 2026 |
|
By: |
/s/
Chun Fong SIM |
|
| |
|
|
|
Chun Fong SIM
Chief Executive Officer |
|
