BeLive Holdings 2026年年度报告和过渡报告

FORM 20-F ☐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 Commission File Number: 333-280739 BELIVE HOLDINGS(Exact name of Registrant as specified in its charter) 26A Ann Siang Road#03-00Singapore 069706(Address of principal executive offices) Kenneth Teck Chuan Tan, Chief Executive OfficerTelephone: +65 9090 5788Email:kenneth.tan@belive.sgAt the address of the Company set forth above(Name, Telephone, email and/or fax number and address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Securities for which there is a reporting obligation pursuant to Section 15(d) 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 period covered by the annualreport. 10,864,802 Ordinary Shares, $0.0005 par value at December 31, 2025 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes☐No☒ If the 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 15D of theSecurities 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 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 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. 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 elected notto 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 internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits 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 compensation receivedby 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: International Financial Reporting Standards as issued by the International Accounting 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 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☒ TABLE OF CONTENTS PagePART IItem 1.Identity of Directors, Senior Management and Advisors4Item 2.Offer Statistics and Expected Timetable4Item 3.Key Information4Item 4.Information on the Company28Item 4A.Unresolved Staff Comments55Item 5.Operating and Financial Review and Prospects55Item 6.Directors, Senior Management and Employees76Item 7.Major Shareholders and Related Party Transactions86Item 8.Financial Information88Item 9.The Offer and Listing88Item 10.Additional Information89Item 11.Quantitative and Qualitative Disclosures about Market Risk102Item 12.Description of Securities Other Than Equity Securities103 Item 13.Defaults, Dividend Arrearages and Delinquencies103Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds103Item 15.Controls and Procedures104Item 16.Reserved105Item 16A.Au