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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:
December 31, 2023Commission File Number: 000-53543
____________________
Ballard Power Systems Inc.
(Exact name of registrant as specified in its charter)
British Columbia, Canada3620Not Applicable
(Province or Other Jurisdiction of(Primary Standard Industrial Classification(I.R.S. Employer
Incorporation or Organization)Code Number)Identification No.)
9000 Glenlyon Parkway
Burnaby, BC
Canada V5J 5J8
(604) 454-0900
(Address and telephone number of registrant’s principal executive offices)
____________________
CORPORATION SERVICE COMPANY (CSC)
19 West 44th street, Suite 200
New York, NY 1000510036
(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 SymbolName of Each Exchange On Which Registered:
Common SharesBLDPNASDAQ Global Market
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:
☒ Annual Information Form
☒  Audited Annual Financial Statements
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, 2023, there were 298,935,706 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). ☐



This Annual Report (this “Annual Report”) on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the following Registration Statements of the Registrant filed under the Securities Act of 1933: Form S-8 (File Nos. 333-225494 and 333-161807); and Form F-10/A (File No. 333-271758).

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, 2023;
●the Registrant’s Audited Consolidated Financial Statements as at and for the years ended December 31, 2023 and 2022, 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, 2023.
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, 2023, originally filed with the Securities and Exchange Commission (the “Commission”) on March 11, 2024 (the “Original 2023 Annual Report”). The purpose of this Form 40-F/A is to correct a formatting error in Exhibit 99.3 filed with the Original 2023 Annual Report. Other than as discussed above, all information in the Registrant’s Form 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.
ExhibitDescription
101Interactive Data File, formatted as Inline XBRL
104Cover Page from this Annual Report on Form 40-F, formatted as Inline XBRL
* Filed as an exhibit to the Original 2023 Annual Report.
** Filed as an exhibit to the Original 2023 Annual Report. KPMG LLP is located in Vancouver, Canada.

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 12, 2024By: /s/ Paul Dobson
Name: Paul Dobson
Title: Senior Vice President and Chief Financial Officer