童程童美 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 EXCHANGEACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report ___________For the transition period from ___________ to ___________Commission file number:001-36363 TCTM Kids IT EducationInc. (Exact name of Registrant as specified in its charter) N/A(Translation of Registrant’s name into English) Securities registered or to be registered pursuant to Section12(b)of the Act: *Not for trading, but only in connection with the listing on The NASDAQ Capital Market of American depositary shares, eachrepresenting five ClassA ordinary shares. Securities registered or to be registered pursuant to Section12(g)of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. As of December 31, 2024, there were49,711,678ordinary shares outstanding, par value $0.001 pershare, being the sum of42,505,619ClassA ordinary shares (excluding 16,224,888Class A ordinary shares issued to ourdepositary bank for bulk issuance of ADSs reserved for issuances upon the exercise or vesting of awards under our share incentiveplan) and7,206,059ClassB ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 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 toSection13 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 Section13 or 15(d)of the SecuritiesExchange Act of 1934 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 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period thatthe 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 anemerging growth company. See definition of “accelerated filer,” “large accelerated filer” and “emerging growth company” inRule12b-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 ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards 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 Accounting Standards Boardto 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 of theeffectiveness of its internal control over financial 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 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-based compensation 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: International Financial Reporting Standards as issued bythe International Accounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow.☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) Indicate by check mark whether the registrant has filed