LuxExperience BV ADR 2025年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year endedJune 30, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934Commission File Number:001-39880 LuxExperience B.V. (Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section 12(g) of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section 15(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 theperiod covered by the annual report:137,261,608ordinary shares, €0.000015 par value per share. 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 toSection 13 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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch 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 besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod 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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” inRule 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 markif the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ 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)) bythe 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 International Financial Reporting Standardsas issuedby the International Accounting Standards Board☒ U.S. GAAP If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has 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 PRESENTATION OF FINANCIAL AND OTHER INFORMATION2PART I7Item 1: Identity of directors, senior management and advisers7Item 2: Offer statistics and expected timetable7Item 3: Key Information7Item 4: Information on the company48Item 4A: Unresolved staff comments54Item 5: Operating and financial review and prospects54Item 6. Directors, Senior Management and Employees74Item 7: Major shareholders and related party transactions93Item 8. Financial Information95Item 9. The Offer and Listing96Item 10. Additional Information97Item 11. Quantitative and qualitative Disclosures about Market Risk116Item 12. Description of Securities Other than Equity Securities116Item 13. Defaults, Dividend Arrearages and Delinquencies117Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds117Item 15. Controls and Procedures117Item 16A. Audit Committee Financial Expert118Item 16B. Code of Ethics119Item 16C. Principal Accountant Fees and Services119Item 16D. Exemptions from the Listing Standards for Audit Committees119Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers119Item 16F. Change in Registrant’s Certifying Accountant11