A2Z Cust2Mate Solutions Corp 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 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 fromto OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number 001-40472 N/A(Translation of Registrant’s name into English) British Columbia(Jurisdiction of incorporation or organization) 1600-609 Granville StreetVancouver, British Columbia V7Y 1C3 Canada(Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon SharesAZThe Nasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act:None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None(Title of Class) 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 by the AnnualReport:At December 31, 2025, 43,888,042 common shares were issued and outstanding. 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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☒Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 the registrant included in thefiling 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 compensationreceived 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 filing: U.S. GAAP☐InternationalFinancial Reporting Standards as issued by the InternationalAccounting Standards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow.☐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 the Exchange Act).☐Yes☒No A2Z CUST2MATE SOLUTIONS CORP.Table of Contents INTRODUCTION3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3STATUS AS AN EMERGING GROWTH COMPANY5FOREIGN PRIVATE ISSUER5PART I6ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE6ITEM 3. KEY INFORMATION6ITEM 4. INFORMATION ON THE COMPANY28ITEM 4A. UNRESOLVED STAFF COMMENTS37ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS37ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES50ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS58ITEM 8. FINANCIAL INFORMATION60ITEM 9. THE OFFER AND LISTING61ITEM 10. ADDITIONAL INFORMATI