Intercure Ltd 2025年年度报告和过渡报告

FORM20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________to_____________ OR Date of event requiring this shell company report _____________ Commission File No.: INTERCURE LTD.(Exact name of registrant as specified in its charter) Not Applicable(Translation of Registrant’s name into English) Israel(Jurisdiction of incorporation or organization) 85 Medinat ha-Yehudim StreetHerzliya,4676670,Israel(Address of principal executive offices) Amos Cohen85 Medinat ha-Yehudim StreetHerzliya,4676670,IsraelTel:+97277 460 5012Amos@intercure.co(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: Title of each class:Trading Symbol:Name of each exchange on whichregistered or to be registeredOrdinary SharesINCRNasdaqGlobal Market Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2024:47,162,713. Indicate by check mark whether 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 Registrant is not required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934. Yes☐No☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☒No☐ 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-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 Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of“accelerated filer”, “large accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 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 effectiveness of its internal control overfinancial 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 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.☐ If “Other” has been check in response to the previous question, by check mark which financial statement item Registrant has elected to follow. Item 17☐Item 18☐ INTRODUCTION InterCure Ltd. is an Israeli public corporation whose shares are listed for trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “INCR” and on the TelAviv Stock Exchange (“TASE”) under the symbol “INCR”. Our functional currency and reporting currency is the New Israeli Shekel, and all references to “NIS” are to New Israeli Shekels. Unless otherwise noted, all monetaryamounts are in NIS. References to “U.S. dollars” or “$” are to currency of the United States of America. References to “ordinary shares” are to our ordinary shares, nopar value. PRESENTATION OF FINANCIAL INFORMATION We have included in this Annual Report on Form 20-F our audited consolidated financial statements as of December 31, 2024 and 2023, and for each of the years in thethree-year period ended December 31, 2024. Our consolidated financial statements appearing in this Annual Report are prepared in NIS and in accordance withInternational Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and are audited in accordance with thestandards of the PCAOB. MARKET, INDUSTRY AND OTHER DATA This Annual Report on Form 20-F includes market and industry data and forecasts that were obtained from t