AXIA Energia ADR 2026年年度报告和过渡报告

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ☐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 1934FOR THE FISCAL YEAR ENDEDDECEMBER31, 2025 OR *Not for trading but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the SEC. Securities registered or to be 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. The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December31, 2025, was 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 a check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 from their obligations under those Sections. ☐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 duringthe 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 forthe 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 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a 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 thedefinitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 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 touse the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the ExchangeAct.☐ *The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification 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 controlover 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 issuedits 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 filingreflect the correction of an error to previously issued financial statements.☐Yes☒No Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Yes☒No Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☐ 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 ExchangeAct of 1934 subsequent to the distribution of securities under a plan confirmed by a court. TABLE OF CONTENTS PagePRESENTATION OF FINANCIAL AND OTHER INFORMATION3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION11ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS13ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE13ITEM 3.KEY INFORMATION13ITEM 4.INFORMATION ON THE COMPANY33ITEM 4A.UNRESOLVED STAFF COMMENTS62ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS62ITEM 5A.OPERATING RESULTS71ITEM 5B.LIQUIDITY AND CAPITAL RESOURCES75ITEM 5C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES78ITEM 5D.TREND INFORMATION80ITEM 5E.CRITICAL ACCOUNTING ESTIMATES80ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES81ITEM