凯尔索技术股份有限公司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 OF1934 [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 []TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 KELSO TECHNOLOGIES INC. (Exact name of Registrant as specified in its charter) Frank Busch, Chief Executive Officer305 - 1979 Old Okanagan HwyWest Kelowna,British Columbia,Canada,V4T 3A4Telephone:778.795.0022Email:investor@kelsotech.com Copy of communications to:Jen HansenCassels Brock & BlackwellLLPSuite 2200 - 885 West Georgia StreetVancouver, British Columbia, Canada, V6C 3E8Telephone: 604.691.6100 - ii - Securities registered or to be registered pursuant to Section 12(b) of the Act. Securities registered or to be registered pursuant to Section 12(g) of the Act. Not Applicable(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Common Shares Without Par Value Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the periodcovered by the annual report. 55,160,086common shares without par value outstanding on December 31, 2024.There were no Class A non-cumulative preference shares outstanding on December 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.[] YES[X]NO Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934 from their obligations under those Sections. 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), 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 during the preceding 12 months (or for such shorter period that the registrant was required to Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of "large, accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† †The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting StandardsBoard 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 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.[] - iii - 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- Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP []International Financial Reporting Standardsasissued by the International Accounting StandardsOther [] If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow. 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[] YES [X]NO (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) ofthe Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.[ ] Under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), Kelso Technologies Inc. is classified as an"Emerging Growth Company." Under the JOBS Act, and JOBS Act amendments dated March 12, 2020, Emerging GrowthCompanies are exempt from certain reporting requirements, including the auditor att