NOVONIX LTD 2025年年度报告和过渡报告

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or forsuch shorter period that the registrant was required to submit and post 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 definition of “accelerated filer,” “large accelerated filer” and“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): † The term “new or revised financial accounting standard” refers to any update issued by the Financial 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 its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes- If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to §240.10D-1(b).☐ U.S. GAAP☐International Financial Reporting Standardsas issued by the International Accounting Standards Board☒Other☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐Item 18☐If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under aplan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS 1INTRODUCTION AND USE OF CERTAIN TERMSAUSTRALIAN DISCLOSURE REQUIREMENTSEXPLANATORY NOTECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPART IITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLEITEM3.KEY INFORMATIONA.[Reserved]B.Capitalizaon and IndebtednessC.Reasons for the Offer and Use of ProceedsD.Risk FactorsITEM4.INFORMATION ON THE COMPANYA.History and Development of the CompanyB.Business OverviewC.Organizaonal StructureD.Property, Plant, and EquipmentITEM4A.UNRESOLVED STAFF COMMENTSITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTSA.Operang ResultsB.Liquidity and Capital ResourcesC.Research and Development, Patents and Licenses, Etc.D.Trend InformaonE.Crical Accounng EsmatesITEM6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA.Directors and Senior ManagementB.CompensaonC.Board PraccesD.EmployeesE.Share OwnershipF.Disclosure of a Registrant’s Acon to Recover Erroneously Awarded Compensaon.ITEM7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA.Major ShareholdersB.Related Party TransaconsC.Interests of experts and counselITEM 8.FINANCIAL INFORMATIONA.Consolidated Financial Statements and Other Financial InformaonB.Significant ChangesITEM9.THE OFFER AND LISTINGA.Offer and Lisng DetailsB.Plan of Distribuon Page44446666666424243596060616169757575767679104110110112112112113114115115115115115115 2C.Markets115D.Selling Shareholders115E.Diluon115F.Expenses of the Issue115ITEM10.ADDITIONAL INFORMATION116A.Share Capital116B.Memorandum and Arcles of Associaon116C.Material Contracts116D.Exchange Controls116E.Taxaon116F.Dividends and Paying Agents125G.Statement by Experts125H.Documents on Display125I.Subsidiary Informaon125J.Annual Report to Security Holders125ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK125ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES125A.Debt Securies125B.Warrants and Rights125C.Other Securies.125D.American Depositary Shares Fees and Expenses126PART IIITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES128ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS128ITEM 15.CONTROLS AND PROCEDURES128ITEM 16.[RESERVED]130ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT130ITEM 16B.CODE OF ETHICS130ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES130ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES131ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AN