黛安娜船舶 2026年年度报告和过渡报告

FORM 20-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 thefiscal year ended December 31, 2025 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:Not applicable For the transition period from ___________________________ to ___________________________ 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 bythe annual report. 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 tofile reports pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934. Note – Checking the box above will not relieve any registrant required tofile reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) hasfiled all reports required to befiled by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) hasbeen subject to suchfiling requirements for the past 90 days. ☑Yes☐NoIndicate 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 wasrequired to submit suchfiles). Indicate by check mark whether the registrant is a large acceleratedfiler, an acceleratedfiler, a non-acceleratedfiler, or an emerginggrowth company. See definition of “large acceleratedfiler”, “acceleratedfiler” and "emerging growth company" in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares itsfinancial 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 revisedfinancial accounting standards†provided pursuant to Section 13(a) of the Exchange Act. □ † The term “new or revisedfinancial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant hasfiled a report on and attestation to its management’s assessment of theeffectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accountingfirm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of theregistrant included in thefiling reflect the correction of an error to previously issuedfinancial 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 thefinancial statements included in this If “Other” has been checked in response to the previous question, indicate by check mark whichfinancial statement item the registrant haselected to follow. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-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 hasfiled all documents and reports required to befiled by Sections 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS5 PART I Item 1.Identity of Directors, Senior Management and Advisers7Item 2.Offer Statistics and Expected Timetable7Item 3.Key Information7Item 4.Information on the Company41Item 4A.Unresolved Staff Comments67Item 5.Operating and Financial Review and Prospects67Item 6.Directors, Senior Management and Employees83Item 7.Major Shareholders and Related Party Transactions91Item 8.Financial Information96Item 9.The Offer and Listing97Item 10.Additional Information98Item 11.Quantitative and Qualitative Disclosures about Market Risk108Item 12.Description of Securities Other than Equity Securities108 PART IIIte