Rail Vision Ltd 2025年年度报告和过渡报告

FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission File No.: 001-41334 RAIL VISION LTD.(Exact name of registrant as specified in its charter) Translation of registrant’s name into English:Not applicable 15 Ha’Tidhar StRa’anana, 4366517 IsraelTel: +972-9-957-7706 Shahar HaniaChief Executive Officer15 Ha’Tidhar StRa’anana, 4366517 IsraelTel: +972-9-957-7706Email: marketing@railvision.io (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: Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Number of outstanding shares of each of the issuer’s classes of capital or common stock as of March 30, 2025:51,988,188 ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Exchange Act of 1934. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,or an emerging growth company. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. †The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting 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 ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15U.S.C. 7262(b)) by the registered public 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 financialstatements 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 ofincentive based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing. U.S. GAAPInternational Financial ReportingStandards as issued by the InternationalOther Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem 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. YesNo TABLE OF CONTENTSPageINTRODUCTIONiiEMERGING GROWTH COMPANY STATUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiMARKET, INDUSTRY, AND OTHER DATA1PART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1A.[Reserved]1B.Capitalization and Indebtedness1C.Reasons for the Offer and Use of Proceeds1D.Risk Factors2ITEM 4.INFORMATION ON THE COMPANY26A.History and Development of the Company26B.Business Overview27C.Organizational Structure49D.Property, Plants and Equipment49ITEM 4A.UNRESOLVED STAFF COMMENTS49ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS49A.Operating Results50B.Liquidity and Capital Resources52C.Research and Development, Patents and Licenses57D.Trend Information57E.Critical Accounting Estimates57ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES58A.Directors and Senior Management58B.Compensation61C.Board Practi