UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 40-F/A
(Amendment No. 1)
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[ ]
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Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
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or |
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[X]
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Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended
December 31, 2025
Commission File Number 001-42794
BTQ Technologies Corp.
(Exact name of Registrant as specified in its charter)
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British Columbia
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7370
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Not applicable
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(Province or other jurisdiction of incorporation or organization)
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(Primary Standard Industrial
Classification
Code Number)
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(I.R.S. Employer
Identification Number)
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2500 - 700 West
Georgia Street
Vancouver, British Columbia
V7Y 1B3
(
807) 790-9591
(Address and telephone number of Registrant's principal executive offices)
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CT Corporation System
1015 15th Street N.W., Suite 1000
Washington, DC
20005
(202) 572-3133
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Shares, no par value
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BTQ
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Nasdaq Global Market
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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
For annual reports, indicate by check mark the information filed with this Form:
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[X] Annual information form
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[X] Audited annual financial statements
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Number of outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2025: 140,400,930 Common Shares, no par value.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. [X] 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). [X] Yes [ ] No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company [X]
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). [ ]
EXPLANATORY NOTE
BTQ Technologies Corp. (the "Registrant") is filing this Amendment No. 1 to Form 40-F (the “Form 40-F/A”) for the year ended December 31, 2025 to (i) file Exhibit 97.1, which was previously adopted by the Registrant in accordance with applicable listing standards and regulatory requirements, however it was inadvertently omitted and (ii) furnish Exhibits 101 and 104 to the Form 40-F, which provides certain items from our Form 40-F formatted in eXtensible Business Reporting Language (“XBRL”). In accordance with the policy of the Securities and Exchange Commission (the “Commission”) stated in Release No. 33-9002, we are filing this Form 40-F/A within the 30-day period available to first-time XBRL filers following the filing of our Form 40-F for the year ended December 31, 2025, as filed with the Commission on March 31, 2026 (the “2025 Annual Report”).
In addition, this Form 40-F/A also contains new certifications by the Registrant’s principal executive officer and principal financial officer, as required by Rule 13a-14(a) or Rule 15d-14(a) under the the U.S. Securities and Exchange Act of 1934 (the “Exchange Act”) and Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act, and the consent of MNP LLP the Registrant’s auditor, each of which are filed herewith as Exhibits 99.4, 99.5, 99.6, 99.7, and 99.8, respectively, to this Form 40-F/A.
The Form 40-F/A consists of a cover page, this explanatory note, the signature page, the exhibit index, Exhibits 97.1, 99.4,99.5, 99.6, 99.7, 99.8, 101 and 104. No other changes have been made to the Form 40-F other than the furnishing of the exhibits described above, and no changes have been made to the financial statements previously filed as Exhibit 99.1 to the Registrant’s 2025 Annual Report. This Form 40-F/A does not reflect subsequent events occurring after the original date of the Form 40-F, or modify or update in any way disclosures made in the Form 40-F.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
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BTQ TECHNOLOGIES CORP. |
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By: |
/s/ Olivier Roussy Newton |
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Name: Olivier Roussy Newton |
| Date: April 30, 2026 |
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Title: Chief Executive Officer & Director |
EXHIBIT INDEX
Exhibit
Number |
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Description |
| 97.1 |
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Clawback Policy |
| 99.1* |
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Annual Information Form of BTQ Technologies Corp. for the year ended December 31, 2025 |
| 99.2 |
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Audited Consolidated Financial Statements of BTQ Technologies Corp. for the years ended December 31, 2025 and 2024 |
| 99.3* |
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Management's Discussion and Analysis of BTQ Technologies Corp. for the year ended December 31, 2025 |
| 99.4 |
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended |
| 99.5 |
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended |
| 99.6 |
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 99.7 |
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 99.8 |
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Consent of MNP LLP |
| 101.INS |
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Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Previously filed on the Company's Form 40-F filed March 31, 2026.
