BTQ Technologies Corp 2025年度报告

FORM 40-F []Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934or[X]Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025Commission File Number 001-42794 BTQ Technologies Corp.(Exact name of Registrant as specified in its charter) 2500 - 700 West Georgia StreetVancouver, British Columbia V7Y 1B3(807) 790-9591(Address and telephone number of Registrant's principal executive offices) C T Corporation System1015 15th Street N.W., Suite 1000Washington, DC 20005(202) 572-3133(Name, address (including zip code) and telephone number (includingarea code) of agent for service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act: Nasdaq Global Market Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None For annual reports, indicate by check mark the information filed with this Form: [X] Annual information form [X] Audited annual financial statements Number of outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2025: 140,400,930Common Shares, no par value. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has beensubject to such filing requirements for the past 90 days. [X] Yes [] No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). [X] Yes[ ] No Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company [X] If an emerging growth company that prepares its financial 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 revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act. [] The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ] EXPLANATORY NOTE BTQ Technologies Corp. (the "Company" or the "Registrant") is a Canadian public company whose common shares are listed on theNasdaq Global Market (the "Nasdaq") under the symbol "BTQ." The Company is eligible to file its annual report pursuant to Section13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 40-F pursuant to the multijurisdictionaldisclosure system of the Exchange Act ("MJDS"). The Company is a "foreign private issuer" as defined in Rule 3b- 4 under theExchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of theExchange Act pursuant to Rule 3a12-3. FORWARD-LOOKING INFORMATION This annual report on Form 40-F (the "Annual Report") contains "forward-looking information" and "forward-looking statements"within the meaning of applicable securities legislation (collectively, "forward-looking information") with respect to the Company andits subsidiaries. Forward-looking information may include, but is not limited to: information with respect to amounts and use ofavailable funds; anticipated developments in operations in future periods; planned asset acquisitions; future business operations; theadequacy of financial resources; the costs and timing of development of the Company's business; the costs, timing and receipt ofapprovals, consents and permits under applicable legislation; executive compensation approaches and practices; the growth of thequantum technology and security market; the future applications of Company products; the timeline for a quantum computer