Amendment: SEC Form 40-F/A filed by BRP Inc. (Recreational Products) Common Subordinate Voting Sha
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Industrial Specialties
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
 |
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
(Translation of Registrant’s name into English (if applicable))
(Province or other jurisdiction of incorporation or organization)
3799
(Primary Standard Industrial Classification Code Number (if applicable))
N/A
(I.R.S. Employer Identification Number (if applicable))
(450 ) 532-6154
(Address and telephone number of Registrant’s principal executive offices)
(262 ) 884-5000
(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(s) |
Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
Annual information form |
Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
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 for 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). ☐
| Auditor Firm Id: |
Auditor Name: |
Auditor Location: |
EXPLANATORY NOTE
BRP Inc. (the “Registrant”) is filing this Amendment No. 1 (this “Amendment”) to its original Annual Report on Form
40-F
for the year ended January 31, 2025, which was filed with the U.S. Securities and Exchange Commission on March 26, 2025 (the “Original 2025 Annual Report” and together with this Amendment, the “Annual Report”), in order to file Exhibit 97 to the Annual Report. In addition, as required by Rule 12b-15
of the U.S. Securities and Exchange Act of 1934 (the “Exchange Act”), new certifications by the Registrant’s principal executive officer and principal financial officer are filed herewith as Exhibits 31.1 and 31.2, respectively, to this Amendment, pursuant to Rule 13a-14(a)
or Rule 15d-14(a)
of the Exchange Act. Because no financial statements have been included in this Amendment, paragraphs 3, 4 and 5 of the certifications have been omitted. The Registrant 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. This Amendment consists of a cover page, this explanatory note, the signature page, the exhibit index, Exhibit 31.1, Exhibit 31.2 and Exhibit 97. Other than expressly set forth herein, this Amendment does not, and does not purport to, amend or restate any other information contained in the Original 2025 Annual Report nor does this Amendment reflect any events that have occurred after the Original 2025 Annual Report was filed.
EXHIBIT INDEX
No. |
Document | |
| 97† | Clawback Policy. | |
| 99.1* | Annual Information Form of the Registrant for the year ended January 31, 2025. | |
| 99.2* | ||
| 99.3* | Management’s discussion and analysis of the Registrant for the year ended January 31, 2025. | |
| 99.4* | Disclosure Policy. | |
| 23.1* | Consent of Deloitte LLP. | |
| 31.1† | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. | |
| 31.2† | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. | |
| 32.1* | ||
| 32.2* | ||
| 101* | Inline Interactive Data File. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Previously filed as an exhibit to the Original 2025 Annual Report.
† Filed as an exhibit to this Amendment.
SIGNATURE
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 Amendment No. 1 to the Annual Report to be signed on its behalf by the undersigned, thereto duly authorized. BRP INC. |
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| Date: April 14, 2025 | By: | /s/ Sébastien Martel | ||||||
| Name | Sébastien Martel | |||||||
| Title: | Chief Financial Officer | |||||||