海川证券 2025年年度报告和过渡报告

FORM20-F (Mark one)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR 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 1934 Date of event requiring this shell company report Commission file number001-38766 MMTEC, INC.(Exact name of Registrant as specified in its charter) British Virgin Islands(Jurisdiction of incorporation or organization) c/o MM Future Technology LimitedRoom 2302, 23rd Floor308 Central Des Voeux308 Des Voeux Road CentralSheung Wan,Hong KongTel: +852 36908356(Address of principal executive offices) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None. On December 31, 2024, the issuer had25,186,864shares issued and outstanding. 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 Section 13 or 15(d) of theSecurities Exchange Act of 1934. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe 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 requirementsfor the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during 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, a non-accelerated filer, or an emerging growth company. Seedefinition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.. ☐Large Accelerated filer ☐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 touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ 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 controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits 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 filingreflect 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-based compensation received byany 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 Standards as issued by the InternationalAccounting 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☐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 Exchange Act). Yes☐No☒ TABLE OF CONTENTS ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY28ITEM 4A.UNRESOLVED STAFF COMMENTS43ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECT43ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES56ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS62ITEM 8.FINANCIAL INFORMATION63ITEM 9.THE OFFER AND LISTING64ITEM 10.ADDITIONAL INFORMATION65ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK74ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES74 ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES75ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS75ITEM 15.CONTROLS AND PROCEDURES75ITEM 16.RESERVED76ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT.76ITEM 16B.CODE OF ETHICS.76ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES.77ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.77ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.