Cadeler AS ADR 2025年年度报告和过渡报告

Cadeler A/S(Exact name of Registrant as specified in its charter)Not applicable(Translation of Registrant’s name into English)The Kingdom of Denmark(Jurisdiction of incorporation or organization)Kalvebod Brygge 43DK-1560Copenhagen,Denmark(Address of principal executive offices)Alexander W. SimmondsChief Legal Officer+453246 3100alexander.simmonds@cadeler.comKalvebod Brygge 43,DK-1560Copenhagen,Denmark(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section12(b)of the Act: Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of theperiod covered by the annual report. The number of outstanding shares as of December31, 2024 was: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☒No☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 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 to Section13 or 15(d)of theSecurities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for suchshorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” inRule12b-2 of the Exchange Act. (Check one): Large Accelerated Filer☒Accelerated Filer☐Non-accelerated Filer☐Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section13(a)of the Exchange Act.☐ The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentivebased compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this ☐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 theregistrant has elected to follow. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act). (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PASTFIVEYEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section12, 13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS Introduction1PartI3Item1.Identity of Directors, Senior Management and Advisers3Item2.Offer Statistics and Expected Timetable3Item3.Key Information3Item4.Information on the Company27Item4A.Unresolved Staff Comments31Item5.Operating and Financial Review and Prospects32Item6.Directors, Senior Management and Employees45Item7.Major Shareholders and Related Par