Titan America SA 2025年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934or☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from/toor☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report:Commission file number333-284251TITAN AMERICA SA(Exact Name of Registrant as specified in its charter)Not applicable(Translation of Registrant’s name into English)Belgium(Jurisdiction of incorporation or organization)1000 Bruxelles,Square de Meeûs 37,Belgium(Address of principal executive offices)John ChristyTelephone: (757)858-6500E-mail: JChristy@titanamerica.com5700 Lake Wright Drive,Suite 300Norfolk,VA23502(Name, Telephone, E-mail and Address of Company Contact Person)Securities registered or to be registered pursuant to Section12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act:None 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 transition report, indicate by check mark if the registrant is not required to file reports 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 Section13 or 15(d) of the Securities Exchange Act of 1934 during the Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-Tduring the preceding 12 months (or for such shorter 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, or a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐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 the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting 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 Standards Board to its Accounting StandardsCodification after April5, 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 overfinancial 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 Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection 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-based compensation received by any of theregistrant’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:USGAAP☐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☐Item18☐ 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). TABLE OF CONTENTSItem 1. Identity of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationA. [Reserved]B. Capitalization and IndebtednessC. Reasons for the Offer and Use of ProceedsD. Risk FactorsItem 4. Information on the CompanyA. History and Development of the CompanyB. Business OverviewC. Organizational StructureD. Property, Plant and EquipmentItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsA. Operating ResultsB. Liquidity and Capital ResourcesC. Research and DevelopmentD. Trend InformationE. Critical Accounting EstimatesItem 6. Directors, Senior Management and EmployeesA. Directors and Senior ManagementB. CompensationC. Board PracticesD. EmployeesE. Share OwnershipF. Disclosure of a