Telesat Corp 2025年年度报告和过渡报告

Securities registered or to be registered pursuant to Section12(b)of the Act: Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close oftheperiod covered by the Annual Report:At December 31,2024,14,080,010 Class A Common Shares and Class B Variable VotingShares,112,841Class C Shares, 3 Special Voting Shares, and 1 Golden Share were issued and outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.☐Yes☒No Ifthis report is an annual or transition report,indicate by check mark if the registrant is not required to filereports pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d)oftheSecurities ExchangeActof1934during the preceding 12months(or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405of RegulationS-Tduring the preceding 12months(or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicateby check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-acceleratedfiler, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. LargeAccelerated Filer☐Accelerated Filer☒Non-Accelerated Filer☐Emerging growth company☐ Ifan emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by checkmarkif 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.☐Indicateby 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 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.☒Ifsecurities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicateby check mark whether any of those error corrections are restatements that required a recovery analysis ofincentivebased compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included inthis filing: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow.☐Item 17☐Item 18If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the ExchangeAct).☐Yes☒No TelesatCorporationTableof Contents PageINTRODUCTION1CAUTIONARYNOTEREGARDINGFORWARD-LOOKING STATEMENTS2GLOSSARYOF TERMS4PARTI8ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS8ITEM2. OFFER STATISTICS AND EXPECTED TIMETABLE8ITEM3. KEY INFORMATION8ITEM4. INFORMATION ON THE COMPANY47ITEM4A.UNRESOLVED STAFF COMMENTS77ITEM5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS77ITEM6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES109ITEM7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS132ITEM8. FINANCIAL INFORMATION136ITEM9. THE OFFER AND LISTING137ITEM10. ADDITIONAL INFORMATION137ITEM11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK168ITEM12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES168PARTII169ITEM13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES169ITEM14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS169ITEM15. CONTROLS AND PROCEDURES169ITEM 16. [RESERVED]170ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT170ITEM16B.CODE OF ETHICS170ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES170ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES171ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS171ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT171ITEM16G.CORPORATE GOVERNANCE171ITEM16H.MINE SAFETY DISCLOSURE172ITEM16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS172ITEM 16J.INSIDER TRADING POLICIES172ITEM 16K.CYBERSECURITY172PARTIII174ITEM17. FINANCIAL STATEMENTS.174ITEM18. FINANCIAL STATEMENTS.174ITEM19. EXHIBITS174SIGNATURES177i INTRODUCTION Telesat Corporation was incorporated under theBusiness Corporations Act (BritishColumbia)