Quantum eMotion Corp 2025年度报告

FORM40-F ☐Registration statement pursuant to Section12 of the Securities Exchange Act of 1934or☒Annual report pursuant to Section13(a)or 15(d)of the Securities Exchange Act of 1934 Commission File Number 001-43068 For the fiscalyear endedDecember31, 2025 Quantum eMotion Corp.(Exact name of registrant as specified in its charter) Ontario(Province or Other Jurisdiction of Incorporation or Organization) 7372(Primary Standard Industrial Classification Code Number) Not applicable(I.R.S. Employer Identification Number) REGISTERED AGENT SOLUTIONS,INC.99 Washington AvenueSuite1008Albany, NY 12260Telephone: (888) 211-7106(Name, address (including zip code) and telephone number (including area code)of agent for service in the United States) Securities registered or to be registered pursuant to Section12(b)of the Securities Exchange Act of 1934(“Exchange Act”): Not applicable Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Shares, no par valueQNCNYSE American Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theExchange Act during the preceding 12months (or for such shorter period that the Registrant was required to file suchreports) and (2)has been subject to such filing requirements for the past 90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or forsuch shorter period that the Registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule12b-2 of theExchange Act. Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised 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 AccountingStandards Board to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Exchange Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ EXPLANATORY NOTE Quantum eMotion Corp. (the “Company” or the “Registrant”) is a Canadian issuer eligible to prepare thisAnnual Report on Form40-F (this “Annual Report”) pursuant to Section13 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), pursuant to the multi-jurisdictional disclosure system (“MJDS”) of the Exchange Act.The Company is a “foreign private issuer” as defined in Rule3b-4 under the Exchange Act and Rule405 under theSecurities Act of 1933, as amended. Equity securities of the Company are accordingly exempt from Sections 14(a),14(b), 14(c), 14(f)and 16 of the Exchange Act pursuant to Rule3a12-3. PRINCIPAL DOCUMENTS The following documents have been filed as part of this Annual Report on Form40-F and incorporated byreference herein: A. Annual Information Form For our Annual Information Form(the “AIF”) for the fiscalyear ended December31, 2025, see Exhibit99.1of this Annual Report on Form40-F. B. Audited Annual Financial Statements For our consolidated audited annual financial statements (“Audited Financial Statements”), for theyearsended December31, 2025 and 2024, see Exhibit99.2 of this Annual Report on Form40-F. The Audited FinancialStatements are stated in Canadian Dollars (Cdn$) and are prepared in accordance with International FinancialReporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). C. Management’s Discussion and Analysis For our management’s discussion and analysis (the “MD&A”) for theyear ended December31, 2025, seeExhibit99.3 of this Annual Report on Form40-F. FORWARD-LOOKING INFORMATION Statements contained in this Annual Report may constitute “forward-looking information” or “forward-lookingstatements”within the meaning of applicable securities legislation(collectively,“forward-lookinginformation”) with respect to the Company