UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
40-F
| ☐ |
REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☒ |
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: 000-56743
Intermap
Technologies Corporation
(Exact
name of Registrant as specified in its charter)
| Alberta,
Canada |
|
7374
|
|
88-6548544 |
(Province
of other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
385
Inverness Parkway, Suite 105
Englewood,
Colorado 80112
(303)
708-0955
(Address
and telephone number of Registrant’s principal executive offices)
Intermap
Technologies Corporation
385
Inverness Parkway, Suite 105
Englewood,
Colorado 80112
(303)
708-0955
(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:
None
(Title
of Class)
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)
For
annual reports, indicate by check mark the information filed with this Form:
| ☒
Annual information form |
☒
Audited annual financial statements |
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.
72,437,664
Common Shares as of December 31, 2025
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. Not applicable
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). Not applicable
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 ☒
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
Intermap
Technologies Corp. (“Intermap” or the “Company”) is a Canadian issuer eligible to file its annual report pursuant
to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional
disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 405 under the Securities
Act of 1933, as amended. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the
Exchange Act pursuant to Rule 3a12-3.
FORWARD
LOOKING INFORMATION
This
Annual Report on Form 40-F (this “Annual Report”) and the exhibits attached hereto contains forward-looking statements within
the meaning of applicable Canadian securities laws and “forward-looking statements” (and together with “forward-looking
information,” “FLI”) within the meaning of the US Private Securities Litigation Reform Act of 1995. FLI reflects management’s
expectations, estimates and projections concerning future events in relation to the Company’s business and the economic environment
in which it operates.
These statements relate to management’s expectations about future
events, results of operations, and the future performance (both financial and operational) and business prospects of Intermap. All statements
other than statements of historical fact are forward-looking statements. Forward-looking statements are typically identified by words
such as “may”, “will”, “should”, “could”, “anticipate”, “expect”,
“project”, “estimate”, “forecast”, “plan”, “intend”, “target”,
“believe”, and similar expressions suggesting future outcomes, and includes statements that actions, events, or conditions
“may”, “would”, “could”, or “will” be taken or occur in the future. These forward-looking
statements may be based on assumptions that the Company believes to be reasonable based on the information available on the date such
statements are made, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance
on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties,
and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied
by such statements. The forward-looking information contained in this Annual Report is based on certain assumptions and analysis by management
of the Company in light of its experience and perception of historical trends, current conditions and expected future development and
other factors that it believes are appropriate.
The
material factors and assumptions used to develop the forward-looking statements herein include, but are not limited to, the following:
(i) there will be adequate liquidity available to the Company to carry out its operations; (ii) payments on material contracts will occur
within a reasonable period of time after contract completion; (iii) the continued sales success of Intermap’s products and services;
(iv) the continued success of business development activities and contract renewals; (v) there will be no significant delays in the development
and commercialization of the Company’s products; (vi) the Company will continue to maintain sufficient and effective production
and software development capabilities to compete on the attributes and cost of its products; (vii) there will be no significant reduction
in the availability of qualified and cost-effective human resources; (viii) the continued existence and productivity of subsidiary operations;
(ix) demand for geospatial related products and services will continue to grow in the foreseeable future; (x) there will be no significant
barriers to the integration of the Company’s products and services into customers’ applications; (xi) the Company will be
able to maintain compliance with applicable contractual and regulatory obligations and requirements, and (xii) superior technologies/products
are not developed that would render the Company’s current product offerings inferior or obsolete.
Intermap’s
forward-looking statements are subject to risks and uncertainties pertaining to, among other things, cash available to fund operations,
availability of capital, revenue fluctuations, nature of government contracts, economic conditions, loss of key customers, retention
and availability of executive talent, competing technologies, common share price volatility, loss of proprietary information, software
functionality, internet and system infrastructure functionality, information technology security, breakdown of strategic alliances, international
and political considerations, tariffs or other international trade disputes, environmental and social-related regulatory activity, the
ability of our U.S. subsidiary to preserve and use U.S. net operating losses in the future as a result of ownership changes and artificial
intelligence, including but not limited to those risks and uncertainties discussed under the heading “Risk Factors” in Intermap’s
Annual Information Form filed as Exhibit 99.1 to this Annual Report, incorporated herein by reference, or the Company’s other filings
with securities regulators, all accessible under the electronic profile of Intermap on SEDAR+ at www.sedarplus.ca. The impact of any
one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent,
and the Company’s future course of action depends on management’s assessment of all information available at the relevant
time.
The
forward-looking statements in this Annual Report represent the expectations of management as of the date hereof and, accordingly, are
subject to change after such date. The Company disclaims any intention or obligation to revise or update any forward-looking information
as a result of new information, future events or otherwise.
CURRENCY
The
Company presents its consolidated financial statements in thousands of United States dollars unless otherwise specified. All dollar amounts
in this Annual Report are stated in United States dollars (“$”), except where otherwise indicated.
CANADIAN
ANNUAL DISCLOSURE DOCUMENTS
The
following documents are filed as exhibits to this Annual Report and are incorporated by reference herein:
1.
The Annual Information Form of the Company for the fiscal year ended December 31, 2025, which is filed as Exhibit 99.1 to this Annual
Report (the “AIF”);
2.
Audited Consolidated Financial Statements of the Company for the fiscal year ended December 31, 2025, which is filed as Exhibit 99.2
to this Annual Report (the “Annual Financial Statements”); and
3.
Management’s Discussion and Analysis of the Company for the fiscal year ended December 31, 2025, which is filed as Exhibit 99.3
to this Annual Report (the “Annual MD&A”).
CERTIFICATIONS
See
Exhibits 99.4, 99.5, and 99.6 to this Annual Report.
DISCLOSURE
CONTROLS AND PROCEDURES
The
information provided in the section entitled “Internal Controls and Disclosure Controls and Procedures” in the Annual MD&A
filed as Exhibit 99.3 to this Annual Report, is incorporated herein by reference.
MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
This
Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation
report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and
Exchange Commission for newly public companies.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
The
information provided in the section entitled “Internal Controls and Disclosure Controls and Procedures – Changes in Internal
Control Over Financial Reporting” in the Annual MD&A filed as Exhibit 99.3 to this Annual Report, is incorporated herein by
reference.
NOTICES
PURSUANT TO REGULATION BTR
The
Company did not send any notices required by Rule 104 of Regulation BTR during the year ended December 31, 2025, concerning any equity
security subject to a blackout period under Rule 101 of Regulation BTR.
AUDIT
COMMITTEE FINANCIAL EXPERT
The
Company’s audit committee is currently comprised of two members: Mr. Jordan Tongalson (Chair) and Mr. Philippe Frappier. Each member of the audit committee is a non-employee member of the Company’s Board.
The
Board has determined that the Company has at least one “audit committee financial expert” (as defined under Item 407 of Regulation
S-K) and the Company has designated Jordan Tongalson as its “audit committee financial expert”. In addition, each member
of the Company’s audit committee is financially literate, as required by the Nasdaq rules and Canadian securities laws. All members
of the Company’s audit committee are “independent” members of the Board, as required by the Nasdaq rules and Canadian
securities laws.
CODE
OF ETHICS
The
Company has a “code of ethics” (as defined in paragraph (9)(b) of General Instruction B to Form 40-F) that applies to all
the Company’s employees, officers and directors, including the Chief Executive Officer, Chief Financial Officer, principal accounting
officer or controller, and persons performing similar functions.
The
Company’s Code of Business Conduct and Ethics, is filed as Exhibit 99.9 to this Annual Report, and is available without charge
on the Company’s website at www.intermap.com or upon request from the Corporate Secretary, Intermap Technologies Corp., 385 Inverness
Parkway, Suite 105, Englewood, Colorado 80112 (telephone (303) 708-0955).
During
the fiscal year ended December 31, 2025, there have not been any waivers of, including implicit waivers of, any provision of the Code
of Business Conduct and Ethics which is applicable to the Company’s Chief Executive Officer, Chief Financial Officer, principal
accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition
enumerated in paragraph (9)(b) of General Instruction B to Form 40-F.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
MNP LLP (Auditor Firm ID: 1930) served as the Company’s independent registered public accounting firm for the
fiscal year ended December 31, 2025.
KPMG
LLP (Auditor Firm ID: 085) served as the Company’s independent registered public accounting firm for the fiscal year ended December
31, 2024.
In
aggregate, the billings by the Company’s independent registered public accounting firms
for the fiscal years ended December 31, 2025 and 2024 equaled $1,075,476 and $322,225, respectively,
as detailed below:
| | |
2025 | | |
2024 | |
| | |
| MNP | | |
| KPMG | | |
| Total | | |
| KPMG | |
| Audit Fees (1) | |
$ | 400,000 | | |
$ | 275,000 | | |
$ | 675,000 | | |
$ | 253,000 | |
| Audit-related Fees (2) | |
| 42,121 | | |
| 280,500 | | |
| 322,621 | | |
| Nil | |
| Tax Fees (3) | |
| 60,750 | | |
| 17,105 | | |
| 77,855 | | |
| 69,225 | |
| All Other Fees (4) | |
| Nil | | |
| Nil | | |
| Nil | | |
| Nil | |
| Total | |
$ | 502,871 | | |
$ | 572,605 | | |
$ | 1,075,476 | | |
$ | 322,225 | |
Notes:
(1)
“Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s financial statements.
Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements.
Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews
of securities filings and statutory audits.
(2)
“Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include
employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit
or attest services not required by legislation or regulation.
(3)
“Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related
Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance
with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4)
“All Other Fees” includes all other non-audit services.
AUDIT
COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
The
information provided in the section entitled “Audit Committee Information – Pre-Approval Policies and Procedures” in
the AIF filed as Exhibit 99.1 to this Annual Report, is incorporated herein by reference.
100%
of audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule
2-01 of Regulation S-X.
None of the hours expended
on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year were
attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
OFF-BALANCE
SHEET ARRANGEMENTS
The
required disclosure is provided under the heading “Off-Balance Sheet Arrangements” in the Annual MD&A attached hereto
as Exhibit 99.3 to this Annual Report, which is incorporated herein by reference.
CONTRACTUAL
OBLIGATIONS
The
information provided in the section entitled “Contractual Obligations” in the Annual MD&A filed as Exhibit 99.3 to this
Annual Report, is incorporated herein by reference.
IDENTIFICATION
OF THE AUDIT COMMITTEE
The
Company has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act.
The Audit Committee is composed of Mr. Jordan Tongalson (Chair) and Mr. Philippe Frappier, as described under
“Audit Committee Information – Composition of the Audit Committee” in the AIF filed as Exhibit 99.1 to this Annual
Report.
MINE
SAFETY DISCLOSURE
Not
applicable.
DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not
applicable.
RECOVERY
OF ERRONEOUSLY AWARDED COMPENSATION
Not
applicable.
UNDERTAKING
The
Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which
the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
CONSENT
TO SERVICE OF PROCESS
The
Company has previously filed with the Commission a written consent to service of Process on Form F-X. Any change to the name or address
of the Company’s agent for service of process shall be communicated promptly to the Commission by an amendment to the Form F-X
referencing the file number of the Company.
EXHIBIT
INDEX
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Annual Information Form of the Company dated March 31, 2026. |
| 99.2 |
|
Audited Consolidated Financial Statements for the fiscal year ended December 31, 2025. |
| 99.3 |
|
Management’s Discussion and Analysis for the fiscal year ended December 31, 2025. |
| 99.4 |
|
Chief Executive Officer certification required by Rule 13a-14(a). |
| 99.5 |
|
Chief Financial Officer certification required by Rule 13a-14(a). |
| 99.6 |
|
Certifications of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b). |
| 99.7 |
|
Consent of MNP LLP (Auditor Firm ID: 1930). |
| 99.8 |
|
Consent of KPMG LLP (Auditor Firm ID: 085). |
| 99.9 |
|
Code of Business Conduct and Ethics dated May 17, 2021. |
| 101.INS |
|
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 |
|
Inline
XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 |
|
Cover
page formatted as Inline XBRL and contained in Exhibit 101 |
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has
duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
| INTERMAP
TECHNOLOGIES CORP. |
|
|
|
| /s/
Patrick A. Blott |
|
| Patrick
A. Blott |
|
Chief
Executive Officer
Date:
March 31, 2026 |
|
