FRZA Forza X1 Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
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: 001-41469

 

FORZA X1, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware	87-3159685
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
3101 S. US-1 Ft. Pierce, Florida	34982
(Address of Principal Executive Offices)	(Zip Code)

 

(772) 429-2525

(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, par value $0.001 per share	FRZA	The Nasdaq Stock Market, LLC (The Nasdaq Capital Market)

 

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 ☒ Registrant became subject to such filing requirements on August 11, 2022.

 

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 Exchange Act). Yes ☐ No ☒

 

As of August 24, 2022, there were 10,450,000 shares of Common Stock, par value $0.001 per share, outstanding.

 

 

EXPLANATORY NOTE

 

Forza X1, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q (“Form 10-Q/A”) to its quarterly report on Form 10-Q for the quarter ended June 30, 2022, filed with the Securities and Exchange Commission on August 25, 2022 (the “Form 10-Q”), solely to correct a typographical error on the Form 10-Q cover page. The cover page of the Form 10-Q incorrectly stated that as of August 24, 2022, there were 7,000,000 shares of the Company’s common stock, par value $0.001 per share, outstanding. The cover page of this Form 10-Q/A correctly states that as of August 24, 2022, there were 10,450,000 shares of the Company’s common stock outstanding.

 

This Form 10-Q/A should be read in conjunction with the Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.

 

 

ITEM 6.

EXHIBITS.

 

Exhibit No.		Description of Exhibit
31.1*		Certification by principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification by principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification by principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification by principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
104*		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 ________________

*

Filed herewith.

 

 

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.

 

	FORZA X1, INC.
Date: October 7, 2022	By:	/s/ Jim Leffew
		Jim Leffew
		Chief Executive Officer
		(Principal Executive Officer)
Date: October 7, 2022	By:	/s/ Nicole Camacho
		Nicole Camacho
		Chief Financial Officer
		(Principal Financial and Accounting Officer)