0001863934 2025-06-01 2026-05-31 0001863934 dei:BusinessContactMember 2025-06-01 2026-05-31 0001863934 2026-05-31 0001863934 2026-05-31 2025-06-01 2026-05-31 shares NY 0001863934 true FY 40-F/A false true 2026-05-31 --05-31 2026 001-42393 ADURO CLEAN TECHNOLOGIES INC. A1 2800 542 Newbold St. London ON N6E 2S5 226 784-8889 Cogency Global Inc. 122 East 42nd Street 18th Floor New York 10168 800 221-0102 Common Shares Without Par Value ADUR NASDAQ true true 33867884 Yes Yes true false false false Aduro Clean Technologies Inc. (the "Company," "Registrant," or "Aduro") 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 Registrant is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3. The Company is filing this Amendment No. 1 (the "Amendment") to its original Annual Report on Form 40-F for the year ended May 31, 2026, which was filed with the United States Securities and Exchange Commission (the "SEC") on May 31, 2026 (the "Annual Report"), in order to (i) refile Exhibit 99.1 - Annual Information Form for the Fiscal Year ended May 31, 2026 (the "AIF") to correct a typographical date error on the cover page of the AIF, which inadvertently stated that the date of the AIF was August 28, 2026 instead of August 31, 2026, update the trading data set forth under "Trading Price and Volume" to include trading data for the full month of August 2026, and add disclosure under a new Section 15 entitled "Audit Committee"; and (ii) add the applicable date and exchange rate under "Currency" of this Amendment, which were inadvertently omitted from the Annual Report. In addition, pursuant to the rules of the SEC, this Amendment also contains: (a) new certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; and (b) new certifications required by 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except as described above, the Annual Report remains unchanged. In addition, the Amendment does not reflect events occurring after the filing of the Annual Report or modify or update those disclosures. Accordingly, the Amendment should be read in conjunction with the Annual Report and the Registrant's other SEC filings. <div style="font-size:10pt;font-family:Times New Roman"> <div> <p style="text-align:center;margin-top:0pt;margin-bottom:10pt"><strong>RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION</strong></p> <p style="text-align:justify;margin-top:10pt;margin-bottom:10pt">The Registrant has adopted a compensation recovery policy (the "<i>Clawback Policy</i>") as required by Nasdaq Rule 5608 and pursuant to Rule 10D-1 of the Exchange Act. A copy of the Clawback Policy attached hereto as Exhibit 97.</p> <div style="font-size:10pt;font-family:Times New Roman"> <p style="text-align:justify;margin-top:0pt;margin-bottom:0pt">At no time during or after the fiscal year ended May 31, 2026, was the Registrant required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Clawback Policy. As of May 31, 2026, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Clawback Policy to a prior restatement.</p> </div> </div> </div> <div style="font-size:10pt;font-family:Times New Roman"> <p style="text-align:justify;margin-top:0pt;margin-bottom:0pt">At no time during or after the fiscal year ended May 31, 2026, was the Registrant required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Clawback Policy. As of May 31, 2026, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Clawback Policy to a prior restatement.</p> </div> 2026-05-31