Femto Technologies Inc 2025年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number:001-41408 FEMTO TECHNOLOGIES INC. (Exact name of Registrant as specified in its charter) British Columbia, Canada(Jurisdiction of incorporation or organization) 7000 Akko RoadKiryat MotzkinIsrael(Address of principal executive offices) Gabi Kabazo2264 East 11th Avenue,Vancouver, B.C.CanadaV5Z 1N6604-833-6820gabi@femtocorp.com(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 classTrading Symbol(s)Name of each exchange on which registeredSubordinate Voting SharesFMTONasdaq Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or subordinate voting stock as of the close of theperiod covered by the annual report:2,926,526 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 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) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitionof “accelerated filer, large accelerated filer” and emerging growth company in Rule 12b-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 mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(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 incentive-basedcompensation 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 filing: International Financial Reporting Standardsby the International Accounting Standards Board☒ U.S. GAAP☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas 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 ExchangeAct).Yes☐No☒ Table of Contents GENERAL1NOTE REGARDING FORWARD-LOOKING STATEMENTS5PART I5ITEM 1IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS5A.DIRECTORS AND SENIOR MANAGEMENT5B.ADVISERS5C.AUDITOR5ITEM 2OFFER STATISTICS AND EXPECTED TIMETABLE5A.OFFER STATISTICS5B.METHOD AND EXPECTED TIMETABLE5ITEM 3KEY INFORMATION5A.SELECTED FINANCIAL DATA5B.CAPITALIZATION AND INDEBTEDNESS5C.REASONS FOR THE OFFER AND USE OF PROCEEDS5D.RISK FACTORS5ITEM 4INFORMATION ON THE COMPANY20A.HISTORY AND DEVELOPMENT OF THE COMPANY20B.BUSINESS OVERVIEW24C.ORGANIZ