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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
☐ 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, 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: 001-42289
LUDA TECHNOLOGY GROUP LIMITED
(Exact name of Registrant as Specified in its Charter)
Cayman Islands
(Jurisdiction of Incorporation or Organization)
Rooms 1604-1605, 16/F, YF Life Centre
38 Gloucester Road, Wanchai
Hong Kong
(Address of Principal Executive Offices)
Ma Biu, Chief Executive Officer
Rooms 1604-1605, 16/F, YF Life Centre
38 Gloucester Road, Wanchai
Hong Kong
+ 852 2994 8774
Email: ir@ludahk.com
(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 class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Ordinary Shares, par value
HK$0.25
(equivalent to US$0.03) | | LUD | | NYSE American 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.
As of December 31, 2025, there were 22,690,000 ordinary shares issued and outstanding, par value HK$0.25 (equivalent to US$0.03) per share. As of the date of this annual report, there were 22,690,000 ordinary shares 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 definition 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. ☐
| † | 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 ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)
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 ☐
EXPLANATORY NOTE
This Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission on May 15, 2026 The purpose of this Form 20-F/A is to amend (1) Risks Related to Our Business disclosure and text under 3.D. Risk Factors of “ITEM 3. KEY INFORMATION” and (2) the information and disclosure presented under “ITEM 15. CONTROLS AND PROCEDURES”.
This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report.
ITEM 3. KEY INFORMATION
ITEM 3.D. Risk Factors
Risks Related to Our Business
Our lack of effective internal controls
over financial reporting may affect our ability to accurately report our financial results or prevent fraud.
Prior to listing, we were a private company with
limited accounting personnel and resources to address our internal control over financial reporting. Our auditors and management has identified
a material weakness in our internal control over financial reporting. The material weakness that has been identified relates to our lack
of sufficient accounting and financial reporting personnel with requisite knowledge and comprehensive accounting and reporting policies
and procedures relating to the application and compliance with SEC rules and regulations. Our independent registered public accounting
firm were not required to perform an evaluation of our internal control over financial reporting as of December 31, 2025 in accordance
with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the
future have additional material weaknesses.
We are in the process of implementing measures
designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including
(i) hiring additional accounting and financial reporting personnel with SEC reporting experience, (ii) expanding the capabilities
of existing accounting and financial reporting personnel through continuous training and education in the accounting and reporting requirements
under SEC rules and regulations and (iii) establishing effective monitoring and oversight controls for non-recurring and complex
transactions to ensure the accuracy and completeness of our company’s consolidated financial statements and relate disclosures.
Effective internal control over financial reporting
is important to prevent fraud. The market for and trading price of our Shares may be materially and adversely affected if we do not have
effective internal controls. We may not be able to discover problems in a timely manner and our current and potential shareholders may
lose confidence in our financial reporting, which may harm our business and the trading price of our Shares. The absence of internal controls
over financial reporting may inhibit investors from purchasing our Shares and may make it more difficult for us to raise funds in debt
or equity financing. Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues
or if we are unable to produce accurate and timely financial statements, our stock price may decline and we may be unable to maintain
compliance with the NYSE American Company Guide.
ITEM
15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our
chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report, as required by Rule 13a-15(b)
under the Exchange Act.
Based upon that evaluation, our management has
concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to lack of sufficient accounting
and financial reporting personnel with requisite knowledge and comprehensive accounting and reporting policies and procedures relating
to the application and compliance with SEC rules and regulations.
To address the underlying causes of these material
weaknesses, we are in the process of (i) hiring additional accounting and financial reporting personnel with SEC reporting experience,
(ii) expanding the capabilities of existing accounting and financial reporting personnel through continuous training and education in
the accounting and reporting requirements under SEC rules and regulations and (iii) establishing effective monitoring and oversight controls
for non-recurring and complex transactions to ensure the accuracy and completeness of our Company’s consolidated financial statements
and relate disclosures.
Management’s Annual Report on Internal Control over Financial
Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15 (f) under the Exchange Act. Our management,
with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our internal control
over financial reporting based on criteria established in the framework in Internal Control—Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our
internal control over financial reporting was not effective as of December 31, 2025 due to the material weaknesses identified above.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.
Attestation report of the registered public accounting firm
We did not include an attestation report of the
company’s registered public accounting firm in this annual report on Form 20-F, in accordance with SEC rules under which “emerging
growth companies,” including the Company, are not required to provide the auditor attestation report.
Changes in Internal Control over Financial
Reporting
Other than those disclosed above, there were no
changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 20-F that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Luda Technology Group Limited |
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By: |
/s/ Ma Biu |
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Name: |
Ma Biu |
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Title: |
Chief Executive Officer |
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| Date: June 26, 2026 |
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