凯尔索技术股份有限公司2025年年度报告和过渡报告

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR []TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Date of event requiring this shell company reportN/A Commission file number001-36685 KELSO TECHNOLOGIES INC.(Exact name of Registrant as specified in its charter) Not Applicable (Jurisdiction of incorporation or organization) 305 - 1979 Old Okanagan Hwy,West Kelowna,British Columbia,Canada,V4T 3A4 (Address of principal executive offices)Frank Busch, Chief Executive Officer (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Copy of communications to: Jen HansenCassels Brock & BlackwellLLPSuite 2200 - 885 West Georgia StreetVancouver, British Columbia, Canada, V6C 3E8 Telephone: 604.691.6100Facsimile: 604.691.6120 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. 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. 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 [] YES [X]NO Exchange Act of 1934 from their obligations under those Sections. and (2) has been subject to such filing requirements for the past 90 days. 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 emerging Exchange Act. (Check one):Large accelerated filer []Accelerated filer []Non-accelerated filer[X] Emerging growth company[X]If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided 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 registered compensation 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:International Financial Reporting StandardsasOther [] issued by the International Accounting StandardsBoard [X] [] 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.[ ] "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 attestation requirements of Section 404(b) management's assessment of the company's internal controls over financial reporting. The company is also exempt fromcertain other requirements, including the requirement to adopt certain new or revised accounting standards until such time as accelerated filer.Emerging Growth Companies have less than $1,235,000,000 in annual gross revenues. Identity of Directors, Senior Management and Advisers C.Auditors Offer Statistics and Expected Timetable Key Information A.[Reserved] D.Risk FactorsInformation on the Company A.History and Development of the CompanyB.Business Overview C.Organizational Structure D.Property, Plants and EquipmentOperating and Financial Review and Prospects A.Operating Results D.Critical Accounting Estimates Directors, Senior Management and Employees A.Directors and Senior Management C.Board PracticesD.Employees E.Share Ownership F.Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation Major Shareholders and Related Party Transactions A.Major Shareholders B.Related Party TransactionsC.Interests of Experts and Counsel Financial Information A.Consolidated Statements and Other Financial Information B.Significant Changes The Offer and Listing A.Offer and Listing Details D.Selling ShareholdersE.Dilution F.Expenses of the Issue Item 10.Additional Information A.Share Capital B.Memorandum and Articles of Associati