Amendment: SEC Form 40-F/A filed by Ballard Power Systems Inc.
$BLDP
Industrial Machinery/Components
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
(Amendment No. 1)
FORM 40-F/A
| Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 | ||||||||
or
| Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 | ||||||||
For the fiscal year ended: | Commission File Number: | | |||||||||
____________________
(Exact name of registrant as specified in its charter)
| Not Applicable | ||||||||||||||
| (Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer | ||||||||||||
| Incorporation or Organization) | Code Number) | Identification No.) | ||||||||||||
(604 ) 454-0900
(Address and telephone number of registrant’s principal executive offices)
____________________
(800 ) 927-9800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
____________________
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol | Name of Each Exchange On Which Registered: | ||||||
Securities registered or to be registered pursuant to Section 12(g) of the Act: Not applicable
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not applicable
For annual reports, indicate by check mark the information filed with this form:
Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2024, there were 299,438,116 common shares outstanding.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 such shorter period that the Registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over 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 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 registrant included 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-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of Ballard Power Systems Inc. (the “Registrant” or the “Company”) are filed as exhibits to this Annual Report and are hereby incorporated by reference herein:
| ● | the Registrant’s Annual Information Form for the year ended December 31, 2024; | ||||
| ● | the Registrant’s Audited Consolidated Financial Statements as at and for the years ended December 31, 2024 and 2023, including the notes thereto, together with the report of the independent registered public accounting firm thereon; and | ||||
| ● | the Registrant’s Management’s Discussion and Analysis for the year ended December 31, 2024. | ||||
EXPLANATORY NOTE
This Form 40-F/A is being filed to amend the Annual Report on Form 40-F for the year ended December 31, 2024, originally filed with the Securities and Exchange Commission (the “Commission”) on March 13, 2025 (the “Original 40-F”). The purpose of this Form 40-F/A is to correct a hyperlink for the Exhibit 99.6 filed with the Original 40-F. The corrected hyperlink is included in this Form 40-F/A. Other than as discussed above, all information in the Registrant’s Original 40-F is unchanged.
EXHIBIT INDEX
The following documents are being filed with the Commission as exhibits to this Annual Report on Form 40-F.
| Exhibit | Description | |||||||
Consent of KPMG LLP (PCAOB ID: 85)* | ||||||||
| 101 | Interactive Data File, formatted as Inline XBRL | |||||||
| 104 | Cover Page from this Annual Report on Form 40-F, formatted as Inline XBRL | |||||||
* Filed as an exhibit to the Original 2024 Annual Report.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
| BALLARD POWER SYSTEMS INC. | |||||
Date: March 13, 2025 | By: /s/ Kate Igbalode | ||||
Name: Kate Igbalode | |||||
Title: Senior Vice President & Chief Financial Officer | |||||