Solai Limited 2026年年度报告和过渡报告

Registration statement pursuant to Section12(b)or 12(g)of the Securities Exchange Act of 1934 or ☒Annual report pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934 For the fiscalyear ended December 31, 2025 or Date of event requiring this shell company report Commission file number 001-36206 Securities registered or to be registered pursuant to Section12(b)of the Securities and Exchange Act of 1934: *Not for trading, but only in connection with the listing of the American depositary shares (“ADSs”) on the New York Stock Exchange.Each ADS represents the right to receive hundred (100) Class A ordinary shares. The ADSs are registered under the Securities Act of 1933,as amended, pursuant to a registration statement on FormF-6. Accordingly, the ADSs are exempt from registration under Section12(b)ofthe Securities Exchange Act of 1934, as amended, pursuant to Rule12a-8 thereunder. Securities registered or to be registered pursuant to Section12(g)of the Act:NoneSecurities for which there is a reporting obligation pursuant to Section15(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 theannual report. Table of Contents 1,867,853,490 ClassA ordinary shares, 65,000 Class A preference shares, 65,000 Class A II preference shares, and 99 ClassB ordinaryshares, par value US$0.00005 per share, as of December 31, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 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 Section13 or15(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 Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subjectto such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired 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 growthcompany. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuantto Section13(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 itsAccounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 registrantincluded 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-basedcompensation 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: International Financial Reporting Standards as issued bythe 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 Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) 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 theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☐No☐ Table Of Con