SIMPPLE LTD 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 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission file number: 001-41798 SIMPPLE LTD. (Exact name of the Registrant as specified in its charter) N/A(Translation of registrant’s name into English)Cayman Islands(Jurisdiction of incorporation or organization)Block G #01-00 BCA Braddell Campus200 Braddell RoadSingapore 579700(Address of principal executive offices)Gary GohTel: +65 6816 2194Email:gary@simpple.aiBlock G #01-00 BCA Braddell Campus200 Braddell RoadSingapore 579700(Name, Telephone, E-mail and Address of Company Contact Person) 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 registeredOrdinary shares, par value $0.0008 per shareSPPLThe Nasdaq Capital Market, LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: Warrants, each to purchase one ordinary shareTitle of Class Securities for which there is a reporting obligation pursuant to Section 15(d) 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. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934. ☐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 of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements 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 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growthcompany. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised 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 Accounting Standards Board to its AccountingStandards 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 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 inthe filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☒U.S. GAAP ☐International Financial ReportingStandards as issued by the InternationalAccounting Standards Board 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 TABLE OF CONTENTS FORWARD-LOOKING STATEMENTSiiiDEFINITIONSvPART I1ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3. KEY INFORMATION1B. Capitalization and Indebtedness.1C. Reason for the Offer and Use of Proceeds.1D. Risk Factors.1ITEM 4. INFORMATION ON THE COMPANY22A. History and Development of the Company.22B. Business overview.24C. Organizational structure.43D. Property, plant and equipment.45ITEM 4A. UNRESOLVED STAFF COMMENTS45ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS45A. R