CitroTech Inc 2025年度报告

FORM 10-K (Mark one) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to __________ Commission File Number:001-42983 CitroTech Inc. (Exact name of registrant as specified in its charter) 6400 S. Fiddlers Green Cir., Suite 300Greenwood Village, Colorado(Address of principal executive offices) 80111(Zip Code) (800) 401-4535Registrant’s telephone number, including area code. Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated Filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards 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)) 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of June 30, 2025,the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $101 million. Solely forpurposes of this disclosure, shares of common stock held by executive officers and directors of the Registrant as of such date havebeen excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliatesis not necessarily a conclusive determination for any other purposes. The total number of shares of registrant’s common stock outstanding as of March 30, 2026, was 19,150,234. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS FORWARD-LOOKING STATEMENTSii Item 1.Business.1Item 1A.Risk Factors.6Item 1B.Unresolved Staff Comments.18Item 1C.Cybersecurity.18Item 2.Properties.18Item 3.Legal Proceedings.18Item 4.Mine Safety Disclosures.18 PART II Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.19Item 6.[Reserved]19Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.20Item 7A.Quantitative And Qualitative Disclosures About Market Risk.29Item 8.Financial Statements and Supplemental Data.29Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.29Item 9A.Controls and Procedures.30Item 9B.Other Information.31Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.31 Item 10.Directors, Executive Officers and Corporate Governance.32Item 11.Executive Compensation.35