MoneyHero Ltd-A 2026年年度报告和过渡报告

OR 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 annual report: As of December 31, 2025, there were 30,572,252 Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”), 13,254,838 Class B OrdinaryShares, par value $0.0001 per share (“Class B Ordinary Shares”), and 2,407,575 Preference Shares, par value $0.0001 per share (“Preference Shares”) issued andoutstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ 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) of the SecuritiesExchange Act of 1934. Yes☐No☒ Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from theirobligations under those Sections. 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 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period 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, or an emerging growth company. See definitions of“large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 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 Accounting StandardsCodification 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 internal control overfinancial reporting over 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.Yes☐No☒ 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 the filing reflect thecorrection 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 theregistrant’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: International Financial Reporting Standards as issued by the International AccountingStandards 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 to follow. 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☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY52ITEM 4A.UNRESOLVED STAFF COMMENTS86ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS86ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES105ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS117ITEM 8.FINANCIAL INFORMATION118ITEM 9.THE OFFER AND LISTING119ITEM 10.ADDITIONAL INFORMATION119ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK136ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES136 ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES137ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS137ITEM 15.CONTROLS AND PROCEDURES137ITEM 16.[RESERVED]139ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT139ITEM 16B.CODE OF ETHICS139ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES139ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES140ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER