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Joint Stock Co Kaspikz

For the period ended Dec 31, 2024. Filed Mar 10, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Mar 10, 2025

KSPI$91.68+0.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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 31,2024

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

Commission File Number:001-41921

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Kazakhstan

(Jurisdiction of incorporation or organization)

154A Nauryzbai Batyr Street

Almaty,050013, Kazakhstan

(Address of principal executive offices)

Copy to:

Tengiz Mosidze

+7 727 3306710

154A Nauryzbai Batyr Street

Almaty,050013, Kazakhstan

(Name, Telephone, Email and/or Facsimile number 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 exchangeon which registered
American Depositary Shares, each representing one common share, no par valueKSPINasdaq Global Select Market

Securities registered or to be 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 annual report:190,015,729 common shares

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 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 of 1934 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 such filing 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 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 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. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards 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 internal control over 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 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 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-based compensation received 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 ☐International Financial Reporting Standards as issue by the International Accounting 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 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

INTRODUCTORY NOTE4
IMAGES7
PRESENTATION OF FINANCIAL AND OTHER INFORMATION8
MARKET AND INDUSTRY DATA9
TRADEMARKS, SERVICE MARKS AND TRADENAMES9
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY10
PART I12
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS12
A. DIRECTORS AND SENIOR MANAGEMENT12
B. ADVISERS12
C. AUDITORS12
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE12
ITEM 3. KEY INFORMATION12
A. [RESERVED]12
B. CAPITALIZATION AND INDEBTEDNESS12
C. REASONS FOR THE OFFER AND USE OF PROCEEDS12
D. RISK FACTORS12
ITEM 4. INFORMATION ON THE COMPANY48
A. HISTORY AND DEVELOPMENT OF THE COMPANY48
B. BUSINESS OVERVIEW49
C. ORGANIZATIONAL STRUCTURE80
D. PROPERTY, PLANTS AND EQUIPMENT80
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS81
A. OPERATING RESULTS81
B. LIQUIDITY AND CAPITAL RESOURCES97
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.110
D. TREND INFORMATION110
E. CRITICAL ACCOUNTING ESTIMATES110
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES110
A. DIRECTORS AND SENIOR MANAGEMENT110
B. COMPENSATION112
C. BOARD PRACTICES112
D. EMPLOYEES114
E. SHARE OWNERSHIP115

i

F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION.115
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS115
A. MAJOR SHAREHOLDERS115
B. RELATED PARTY TRANSACTIONS117
C. INTERESTS OF EXPERTS AND COUNSEL118
ITEM 8. FINANCIAL INFORMATION119
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION119
B. SIGNIFICANT CHANGES120
ITEM 9. THE OFFER AND LISTING120
A. OFFER AND LISTING DETAILS120
B. PLAN OF DISTRIBUTION120
C. MARKETS120
D. SELLING SHAREHOLDERS120
E. DILUTION120
F. EXPENSES OF THE ISSUE120
ITEM 10. ADDITIONAL INFORMATION120
A. SHARE CAPITAL120
B. MEMORANDUM AND ARTICLES OF ASSOCIATION120
C. MATERIAL CONTRACTS120
D. EXCHANGE CONTROLS121
E. TAXATION121
F. DIVIDENDS AND PAYING AGENTS129
G. STATEMENT BY EXPERTS129
H. DOCUMENTS ON DISPLAY129
I. SUBSIDIARY INFORMATION129
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS129
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES130
A. DEBT SECURITIES130
B. WARRANTS AND RIGHTS130
C. OTHER SECURITIES130
D. AMERICAN DEPOSITARY SHARES130
PART II132
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES132
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS132

ii

ITEM 15. CONTROLS AND PROCEDURES132
ITEM 16. [RESERVED]134
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT134
ITEM 16B. CODE OF ETHICS134
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES134
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES134
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS134
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT134
ITEM 16G. CORPORATE GOVERNANCE135
ITEM 16H. MINE SAFETY DISCLOSURE135
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.135
ITEM 16J. INSIDER TRADING POLICIES135
ITEM 16K. CYBERSECURITY135
PART III137
ITEM 17. FINANCIAL STATEMENTS137
ITEM 18. FINANCIAL STATEMENTS137
ITEM 19. EXHIBITS137
SIGNATURES139

iii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.