思宏国际 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 ☒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 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission file number:001-42016 Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each classTrading symbol(s)Name of each exchange on whichregisteredClass A Ordinary Shares, par value$0.0000625 per shareNCITheNasdaqCapital Market, LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: Warrants, each to purchase one ordinary shareTitle of Class Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The registrant had20,320,000Ordinary Shares issued and outstanding as of 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☒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 Section13 or 15(d) of the Securities Exchange Act of 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 SecuritiesExchange Act of 1934 during the preceding 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 90 days. ☒Yes☐No 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant 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.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto 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.☐ 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-1(b).☐ 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 ReportingStandards as issued by the InternationalAccounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow. ☐Item 17☐Item 18 If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). ☐Yes☒No TABLE OF CONTENTS FORWARD-LOOKING STATEMENTSiiiDEFINITIONSivPART I1ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3. KEY INFORMATION1B. Capitalization and Indebtedness.1C. Reason for the Offer and Use of Proceeds.1D. Risk Factors.1ITEM 4. INFORMATION ON THE COMPANY20A. History and Development of the Company.20B. Business overview.21C. Organizational structure.34D. Property, plant and equipment.36ITEM 4A. UNRESOLVED STAFF COMMENTS36ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS36A. Results of operations.37B. Liquidity and capital resources.43C. Research and development, patents and lice