UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
(Amendment No. 1)


 ☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024
 
OR
 

 ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________

Commission File Number: 001-35895

THRYV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
13-2740040
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)

2200 West Airfield Drive, P.O. Box 619810 D/FW Airport, TX
  
75261
(Address of principal executive offices)
  
(Zip Code)

(972) 453-7000
     (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
THRY
The Nasdaq Stock Market LLC
 
Securities registered pursuant to Section 12(g) of the Act: None.
 
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. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
 
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 Act). Yes ☐ No ☒
 
As of April 30, 2024, there were 35,830,802 shares of the registrant's common stock outstanding.
 
EXPLANATORY NOTE
 
Thryv Holdings, Inc. is filing this Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) to amend our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (“2024 Q1 Form 10-Q”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2024, to file corrected officer certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form 10-Q/A, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted. Except as described above, no other changes have been made to the 2024 Q1 Form 10-Q, and we have not updated the disclosures contained therein to reflect any events which occurred subsequent to the filing of the 2024 Q1 Form 10-Q. Accordingly, this Form 10-Q/A should be read in conjunction with the 2024 Q1 Form 10-Q and with our filings with the SEC subsequent to the 2024 Q1 Form 10-Q.
 
In this Form 10-Q/A, references to “we,” “our,” “us,” “Thryv” and the “Company” refer to Thryv Holdings, Inc., including its consolidated subsidiaries.
 
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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.
 
   
THRYV HOLDINGS, INC.
     
August 19, 2024
By:
/s/ Joseph A. Walsh
   
Joseph A. Walsh
Chairman of the Board and Chief Executive Officer
   
(Principal Executive Officer)
     
August 19, 2024
By:
/s/ Paul D. Rouse
   
Paul D. Rouse
Chief Financial Officer, Executive Vice President and Treasurer
   
(Principal Financial Officer)

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EXHIBIT INDEX
Exhibit
Number
  
Description
(1)
Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(1)
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
104
  
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)          Furnished herewith.


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