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.