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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 31,2024

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

Date of event requiring this shell company report ______________

For the transition period from ________ to ________

Commission file number 001-39257

WiMi Hologram Cloud Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

Room#1508, 4 th Building, Zhubang 2000 Business Center, No. 97, Balizhuang Xili,

Chaoyang District, Beijing

The People’s Republic of China,100020

(Address of principal executive offices)

Shuo Shi, Chief Executive and Operations Officer

sean@wimiar.com

Room#1508, 4 th Building, Zhubang 2000 Business Center, No. 97, Balizhuang Xili,

**Chaoyang District, Beijing **

The People’s Republic of China,100020

Tel:+86-10-5338-4913

(Name, Telephone, E-mail 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 exchange on which registered
Class B ordinary shares, par value US$0.002 per share*WIMINASDAQ Global Market
*Beginning on April 3, 2025, the WIMI’s Class B ordinary shares commenced trading on NASDAQ under “WIMI” while WIMI’s ADSs was no longer exist as a result of the ADR Termination on April 2, 2025.

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: As of December 31, 2024, there were (i) 20,115,570 Class A ordinary shares issued and outstanding, par value US$0.0001 per share, and (ii)176,300,513 Class B ordinary shares issued and outstanding, par value US$0.0001 per share.(There were (i)1,005,779 Class A ordinary shares issued and outstanding, par value US$0.002 per share, and (ii)8,815,026 Class B ordinary shares issued and outstanding, par value US$0.002 per share, if retroactively adjusted to reflect the 20-to-1 ordinary share consolidation effected on April 14, 2025).

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 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

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 issued 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

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 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

TABLE OF CONTENTS

Page
FORWARD-LOOKING STATEMENTSiii
INTRODUCTORY NOTEiv
PART I1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3. KEY INFORMATION1
A. Reserved5
B. Capitalization and Indebtedness5
C. Reasons for the Offer and Use of Proceeds5
D. Risk Factors6
ITEM 4. INFORMATION ON THE COMPANY46
A. History and Development of our Company46
B. Business Overview48
C. Organizational Structure72
D. Property, Plant and equipment75
ITEM 4A. UNRESOLVED STAFF COMMENTS75
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS76
A. Operating Results76
B. Liquidity and Capital Resources82
C. Research and Development, Patents and Licenses, etc.86
D. Trend information86
E. Critical Accounting Estimates86
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES87
A. Directors, Senior Management and Employees87
B. Compensation88
C. Board Practices89
D. Employees94
E. Share Ownership94
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS96
A. Major Shareholders96
B. Related Party Transactions96
C. Interests of Experts and Counsel97
ITEM 8. FINANCIAL INFORMATION97
A. Consolidated Statements and Other Financial Information97
B. Significant Changes98
ITEM 9. THE OFFER AND LISTING98
A. Offer and listing details98
B. Plan of Distribution98
C. Markets98
D. Selling Shareholders98
E. Dilution98
F. Expenses of the Issue98

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Page
ITEM 10. ADDITIONAL INFORMATION98
A. Share Capital98
B. Memorandum and Articles of Association98
C. Material Contracts99
D. Exchange Controls99
E. Taxation99
F. Dividends and Paying Agents104
G. Statement By Experts104
H. Documents on Display104
I. Subsidiary Information105
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK105
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES106
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES107
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS107
ITEM 15. CONTROLS AND PROCEDURES108
ITEM 16. [RESERVED]109
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT109
ITEM 16B. CODE OF ETHICS109
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES110
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES110
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS110
ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT110
ITEM 16G. CORPORATE GOVERNANCE110
ITEM 16H. MINE SAFETY DISCLOSURE111
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS111
ITEM 16J. INSIDER TRADING POLICIES111
ITEM 16K. CYBERSECURITY111
ITEM 17. FINANCIAL STATEMENTS112
ITEM 18. FINANCIAL STATEMENTS112
ITEM 19. EXHIBITS112

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