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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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the transition period from to

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

Commission file number 001-40472

(formerly A2Z Smart Technologies Corp.)

N/A

(Translation of Registrant’s name into English)

British Columbia

(Jurisdiction of incorporation or organization)

1600-609 Granville Street

Vancouver, British Columbia V7Y 1C3 Canada

(Address of principal executive offices)

Gadi Graus

Chief Executive Officer

1600-609 Granville Street

Vancouver, British Columbia V7Y 1C3 Canada

Tel:(647) 558-5564

(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 exchange on which registered
Common SharesAZThe Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

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:At December 31, 2025,43,888,042 common shares were issued and outstanding.

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 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 the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” 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.☐

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

Table of Contents

INTRODUCTION3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3
STATUS AS AN EMERGING GROWTH COMPANY5
FOREIGN PRIVATE ISSUER5
PART I6
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE6
ITEM 3. KEY INFORMATION6
ITEM 4. INFORMATION ON THE COMPANY28
ITEM 4A. UNRESOLVED STAFF COMMENTS37
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS37
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES50
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS58
ITEM 8. FINANCIAL INFORMATION60
ITEM 9. THE OFFER AND LISTING61
ITEM 10. ADDITIONAL INFORMATION61
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK70
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES71
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES72
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS72
ITEM 15. CONTROLS AND PROCEDURES72
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT74
ITEM 16B. CODE OF ETHICS74
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES74
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES75
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS75
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT75
ITEM 16G. CORPORATE GOVERNANCE75
ITEM 16H. MINE SAFETY DISCLOSURE76
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS76
ITEM 16J. INSIDER TRADING POLICIES76
ITEM 16K CYBERSECURITY76
PART III
ITEM 17. FINANCIAL STATEMENTS77
ITEM 18. FINANCIAL STATEMENTS77
ITEM 19. EXHIBITS77
EXHIBIT INDEX77
SIGNATURES79
FINANCIAL STATEMENTSF-1
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.