UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
1934
For the quarterly period ended June 30, 2024
OR
the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission file number: 001-36053
(Exact name of registrant as specified in its charter)
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The
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(State or other jurisdiction of
incorporation or organization) |
(IRS Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (713 ) 463-9776
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of July 22, 2024, there were 117,466,166 shares of common stock, €0.06 nominal value per share, outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q of Expro Group Holdings N.V. (the “Company”) for the quarter ended June 30, 2024, originally filed on July 25, 2024 (the “Original Filing”), is being filed solely to correct an error in the number of common shares outstanding as of July 22, 2024, shown on the cover page. The correct number of shares of common stock, €0.06 nominal value per share (“common shares”), of the Company outstanding as of July 22, 2024, is 117,466,166, as indicated on the cover page of this Amendment No. 1.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-Q/A and this Form 10-Q/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment No. 1.
Except as described above, no other changes have been made to the Original Filing, and this Form 10-Q/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing. Accordingly, this Amendment No. 1 should be read together with the Original Filing and the Company’s other filings with the Securities and Exchange Commission.
Item 6. Exhibits
A list of exhibits to this Form 10-Q/A is set forth below.
EXHIBIT INDEX
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Exhibit Number
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Description
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*104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities 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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EXPRO GROUP HOLDINGS N.V.
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Date:
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August 13, 2024 |
By:
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/s/ Quinn P. Fanning
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Quinn P. Fanning
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Chief Financial Officer
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(Principal Financial Officer)
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