Reitar Logtech Holdings Ltd-A 2025年年度报告和过渡报告

Securities registered or to be registered pursuant to Section12(g)of the Act: None 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 close of the period covered by the annual report: Class A ordinary shares outstanding as of March 31, 202545,633,750Class B ordinary shares outstanding as of March 31, 202516,810,000 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 to Section13 or 15(d)of the SecuritiesExchange Act of 1934.☐Yes☒No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 from theirobligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 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 past90 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 (§232.405 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 the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See thedefinitions of “large accelerated 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 theextended transition period for complying with any new or revised financial 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 Accounting Standards Board to its Accounting StandardsCodification after April5, 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 overfinancial 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 auditreport.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe 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 ofthe 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: 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:☐Item17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS PageIntroductioniiForward-looking StatementsiiiPart I.1Item 1. Identity of Directors, Senior Management and Advisers1Item 2. Offer Statistics and Expected Timetable1Item 3. Key Information1Item 4. Information on the Company40Item 4A. Unresolved Staff Comments55Item 5. Operating and Financial Review and Prospects56Item 6. Directors, Senior Management and Employees84Item 7. Major Shareholders and Related Party Transactions91Item 8. Financial Information93Item 9. The Offer and Listing94Item 10. Additional Information94Item 11. Quantitative and Qualitative Disclosures About Market Risk100Item 12. Description of Securities Other Than Equity Securities102Part II.103Item 13. Defaults, Dividend Arrearages and Delinquencies103Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds103Item 15. Controls and Procedures103Item 16. Reserve