Late Filing Notification for Arboretum Silverleaf Income Fund

NT 10-K 1 formnt10-k.htm NT 10-K

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| | UNITED
STATES | OMB
Number: 3235-0058 |
| | SECURITIES
AND EXCHANGE COMMISSION

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| | | |
| | FORM
12b-25 | SEC
FILE NUMBER |
| | | |
| | NOTIFICATION
OF LATE FILING | CUSIP
NUMBER |

| (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:____________________________________________________

| |
| 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

Arboretum
Silverleaf Income Fund, L.P.

Full
Name of Registrant

N/A

Former
Name if Applicable

100
Arboretum Drive, Suite 105

Address
of Principal Executive Office (Street and Number)

Portsmouth, NH 03801

City, State and Zip Code

| SEC
1344 (06-19) | 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 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.

Arboretum Silverleaf Income Fund, L.P. (the “Partnership”) is unable, without unreasonable effort or expense, to file its
Annual Report on Form 10-K for the period ended December 31, 2025 (the “Form 10-K”) by its due date for the reasons discussed
in this Form 12b-25.

As
previously reported in its Notification of Late Filing on Form 12b-25 filed with the SEC on November 14, 2025, and as previously reported
in its Notification of Late Filing on Form 12b-25 filed with the SEC on August 14, 2025, and as previously reported in its Notification
of Late Filing on Form 12b-25 filed with the SEC on May 16, 2025, the Partnership was unable to file its Quarterly Report on Form 10-Q
for the periods ended September 30, 2025, June 30, 2025 and March 31, 2025, respectively, within the prescribed time period due to the
Partnership’s previous independent registered public accounting firm’s decision to resign as independent registered public
accounting firm of the Partnership, effective February 6, 2024, as previously disclosed on Form 8-K filed on February 12, 2024. The
Partnership engaged an independent registered public accounting firm on February 18, 2025 which completed an audit of the Partnership’s
2023 and 2024 Form 10-Ks and reviews of the Partnership’s 2024 Form 10-Qs on March 2, 2026. As a result of the late filings
of its Form 10-K for 2023, and Form 10-Qs and Form 10-K for 2024, the Partnership is delayed in its filings of Form
10-K and its Form 10-Qs for 2025. The Partnership is working on the audit of the Partnership’s 2025 annual financial statements
(Form 10-K) and reviews of the Partnership’s Form 10-Qs for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025,
the Partnership requires additional time to complete the procedures necessary to file its annual report on Form 10-K and Form 10-Qs,
and accordingly, the Form 10-K for the period ended December 31, 2025 is delayed.

The Partnership is working diligently to complete and file the Form 10-K as soon as practicable. However, given the time and focus dedicated
to the Partnership’s completion of the audit of its 2025 annual financial statements (Form 10-K) and reviews of the Partnership’s
Form 10-Qs for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025, the Partnership is necessarily delayed in its reporting
and review process for the period ended December 31, 2025. As a result, the Partnership does not expect to complete the preparation and
filing of the Form 10-K on or before the fifteenth calendar day following the prescribed due date. Additional time is needed for a new
independent registered public accounting firm to complete the audit and interim reviews. The Partnership is currently working diligently
to file the Form 10-K and 10-Qs as promptly as practicable, however, the Partnership is currently unable to estimate the timing for the
filing of such forms.

PART
IV — OTHER INFORMATION

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

| Josh
Yifat | | (603) | | 294-1420 |
| (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. |

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Arboretum
Silverleaf Income Fund, L.P.

(Name
of Registrant as Specified in Charter)

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

| Date | March
31, 2026 | | By | /s/
Josh Yifat |

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.

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