UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
(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: December 31,
2025
☐
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
| NEOLARA CORP. |
| Full Name of Registrant |
| |
Contiguo a la Guardia de Asistencia Rural |
| Address of Principal Executive Office (Street and Number) |
| |
| San Vito, Coto Brus, Puntarenas, 60801, Costa Rica |
| 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
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 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 issuer requires additional time to have its quarterly report on
Form 10-Q reviewed by its independent accountant.
PART IV — OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification |
| |
|
| |
Julio Antonio Quesada Murillo |
|
+1 307 |
|
269 0177 |
| |
(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 |
| |
|
| (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. |
NEOLARA CORP.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: |
February 17, 2026 |
By: |
/s/ Julio Antonio Quesada Murillo |
| |
|
|
Julio Antonio Quesada Murillo |
