Etoiles Capital Group Co Ltd-A 2026年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACTOF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year endedDecember 31,2025 OR Commission file number:001-42793 Securities registered or to be registered pursuant to Section12(b) of the Act: Securities registered or to be registered pursuant to Section12(g) of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report:20,110,000Ordinary Shares, par value of $0.0001, consisting of 15,110,000 Class A Ordinary Share and5,000,000 Class B Ordinary Share, issued and outstanding as of December 31, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct. ☐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 toSection13 or15(d) of the Securities Exchange Act of1934. ☐Yes☒No Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (orfor 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 and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during thepreceding 12months (orfor such shorter period that the registrant was required to submit and post suchfiles). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. 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.☐ 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.☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling: International Financial Reporting Standards as issued by theInternational Accounting Standards Board☐Other☐ *If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected tofollow. ☐Item17☐Item18 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).☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (asdefined in Rule12b-2 of the SecuritiesExchange Act of1934). ☐Yes☒No Table of Contents PagePART IItem 1.Identity of Directors, Senior Management and Advisers1Item 2.Offer Statistics and Expected Timetable1Item 3.Key Information1Item 4.Information on the Company20Item 4A.Unresolved Staff Comments34Item 5.Operating and Financial Review and Prospects35Item 6.Directors, Senior Management and Employees41Item 7.Major Shareholders and Related Party Transactions47Item 8.Financial Information49Item 9.The Offer and Listing49Item 10.Additional Information50Item 11.Quantitative and Qualitative Disclosures About Market Risk57Item 12.Description of Securities Other than Equity Securities57PART IIItem 13.Defaults, Dividend Arrearages and Delinquencies58Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds58Item 15.Controls and Procedures59Item 16.Reserved60Item16A.Audit Committee Financial Expert60Item16B.Code of Ethics60Item16C.Principal Accountant Fees and Services60Item16D.Exemptions from the Listing Standards for Audit Committees60Item16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers60Item 16F.Change in Registrant’s Certifying Accountant60