Cuprina Holdings (Cayman) Ltd-A 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 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report:For the transition period from __________ to ____________Commission file number:001-42288 Cuprina Holdings (Cayman) Limited(Exact name of the Registrant as specified in its charter) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The registrant had7,365,000Class A ordinary shares issued and outstanding as of May 14, 2025. 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 the Securities Exchange Actof 1934. ☐Yes☒No 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 during the preceding 12months (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 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 of Regulation S-T (§232.405of 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. See definition of “largeaccelerated filer,” “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 the extendedtransition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codificationafter April 5, 2012. 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 over financialreporting 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.☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☒U.S. GAAP 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 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.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ ☐Yes☒No TABLE OF CONTENTS FORWARD-LOOKING STATEMENTSiiDEFINITIONSiiiPART I1ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3. KEY INFORMATION1ITEM 4. INFORMATION ON THE COMPANY29ITEM 4A. UNRESOLVED STAFF COMMENTS77ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS78ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES92ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS99ITEM 8. FINANCIAL INFORMATION100ITEM 9. THE OFFER AND LISTING101ITEM 10. ADDITIONAL INFORMATION101ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK107ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES108PART II109ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES109ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS109ITEM 15. CONTROLS AND PROCEDURES110ITEM 16. [RESERVED]110ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT110ITEM 16B. CODE OF ETHICS110ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES110ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES110ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHA