Nano Dimension Ltd ADR 2025年年度报告和过渡报告

Securities for which there is a reporting obligation pursuant to Section15(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 the closeof the period covered by the annual report. 215,776,705Ordinary Shares, par value NIS 5.00 per share, as of December31, 2024. Table of Contents Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section13 or 15(d)of the 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)ofthe Exchange Act during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T during the preceding 12months (or for such shorter period that the registrant wasrequired 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. See definition of large accelerated filer, “accelerated filer,” and “emerging growth company”in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial 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 AccountingStandards Board to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial 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 Section12(b)of the Act, indicate by check mark whether the financialstatements of the registrant 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 ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing. U.S. GAAP☐ 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 statementitem the registrant has elected to follow. ☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes☐No☒ TABLE OF CONTENTS INTRODUCTIONiiiCAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTSivPARTIITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.5ITEM2.OFFER STATISTICS AND EXPECTED TIMETABLE.5ITEM3.KEY INFORMATION.5A.[Reserved]5B.Capitalization and Indebtedness.5C.Reasons for the Offer and Use of Proceeds.5D.Risk Factors.5ITEM4.INFORMATION ON THE COMPANY.23A.History and Development of the Company.23B.Business Overview.26C.Organizational Structure.33D.Property, Plants and Equipment.33ITEM4A.UNRESOLVED STAFF COMMENTS.33ITEM5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS.34A.Operating Results.34B.Liquidity and Capital Resources.37C.Research and Development, Patents and Licenses, etc.39D.Trend Information.40E.Critical Accounting Estimates.40ITEM6.Directors, Senior Management and Employees41A.Directors and Senior Management.41B.Compensation.44C.Board Practices.45D.Employees.55E.Share Ownership.56F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation58ITEM7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.58A.Major Shareholders.58B.Related Party Transactions.59C.Interests of Experts and Counsel.60ITEM8.FINANCIAL INFORMATION.60A.Consolidated Statements and Other Financial Information.60B.Significant Changes.63ITEM9.THE OFFER AND LISTING.63A.Offer and Listing Details.63B.Plan of Distribution.63C.Markets.63D.Selling Shareholders.63E.Dilution.63F.Expenses of the Issue.63ITEM10.ADDITIONAL INFORMATION.64A.Share Capital.64B.Memorandum and Articles of Association.64C.Material Contracts.64D.Exchange Controls.65E.Taxa