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

FORM 40-F/A

Amendment No. 2 

[ ] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
[x] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal year ended March 31, 2022 Commission File Number 001-41310

Zentek Ltd.  
(Exact name of Registrant as specified in its charter)

N/A 
(Translation of Registrant's name into English (if applicable))

Ontario, Canada 

2890

N/A 

(Province or other jurisdiction of

(Primary Standard Industrial Classification

(I.R.S. Employer

incorporation or organization)

Code Number)

Identification Number)

24 Corporate Ct

Guelph, Ontario N1G 5G5

1-844 -730-9822
(Address and telephone number of Registrant's principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

1-800-221-0102
(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

Common Shares, no par value

ZTEK

NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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For annual reports, indicate by check mark the information filed with this Form:

[ x ] Annual information form [ x ] 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: 99,248,058 outstanding as of March 31, 2022.

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. [ x ] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). [ x ] Yes [  ] No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

[ x 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. [ ]

The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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.                                   [ ]

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EXPLANATORY NOTE

Zentek Ltd. (the “Registrant,” “Zentek”, “we,” or the “Company”) is filing this Amendment No. 2 on Form 40-F (“Amendment No. 2”) to the Company’s Annual Report on Form 40-F, dated June 29, 2022 (the “Original Form 40-F”) and as amended on July 18, 2022 (“Amendment No. 2”), to include (i) the audit report of McGovern, Hurley, Cunningham LLP with respect to the Company’s Audited Consolidated Financial Statements for the fiscal year ended March 31, 2021, and (ii) the consent of McGovern, Hurley, Cunningham LLP as Exhibit 99.7.

Except as set forth above, this Amendment No. 2 does not modify or update any of the disclosures in the Original Form 40-F. This Amendment No. 2 speaks as of the time of filing the Original Form 40-F and does not reflect events that may have occurred subsequent to such filing.

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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 Amendment No. 2 to our Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

    ZENTEK LTD.
     
     
  By: /s/ Wendy Ford
    Name: Wendy Ford
    Title: Chief Financial Officer

Date: November 4, 2022

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EXHIBIT INDEX

EXHIBIT DESCRIPTION OF EXHIBIT
99.1 Audited Consolidated Financial Statements for the fiscal year ended March 31, 2022 
99.2 Certification by the Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or 15d-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.3 Certification by the Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or 15d-14 of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.4 Certification by the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.5 Certification by the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.6 Consent of BDO Canada LLP
99.7 Consent of McGovern, Hurley, Cunningham LLP
101 XBRL Document
101.INS Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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