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FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OFTHE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period fromto OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-41500 Intchains Group Limited (Exact Name of Registrant as Specified in Its Charter) Not applicable(Translation of Registrant’s Name Into English) Cayman Islands(Jurisdiction of Incorporation or Organization) c/o Building 16, Lane 999,Xinyuan South Road, Lin-Gang Special Area,Pudong, Shanghai, 201306,the People’s Republic of China(Address of Principal Executive Offices) Chaowei YanChief Financial OfficerIntchains Group Limitedc/o Building 16, Lane 999,Xinyuan South Road, Lin-Gang Special Area,Pudong, Shanghai, 201306,the People’s Republic of ChinaTelephone: +86 021 5896 1080(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchangeon which registeredAmerican Depositary Shares,each representing two Class Aordinary shares, par value$0.000001 per shareICGThe Nasdaq Stock Market LLC(The Nasdaq Capital Market)Class A Ordinary Shares, parvalue US$0.000001 per share*N/AThe Nasdaq Stock Market LLC(The Nasdaq Capital Market) *Not for trading, but only in connection with the listing of the American depositary shares on TheNasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by the annual report: 119,876,032 ordinary shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Note – Checking the box above will not relieve any registrant required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under thoseSections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.☐Yes☒No Indicate by check mark whether the registrant has submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).☐Yes☒No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large acceleratedfiler☐Accelerated filer☐Non-acceleratedfiler☒Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards† provided pursuant toSection 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-based compensation received by any of the registrant’s execu