SPAR Group Inc 2024年度报告

☒OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ 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 precedingtwelve 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 (§232.405of 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 growthcompany. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.).(Check one): 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 financialaccounting 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 financialreporting 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 thecorrection 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 theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes☐No☒ The aggregate market value of the Common Stock of the Registrant held by non-affiliates of the Registrant onDecember 31, 2024, based on the closing price of the CommonStock of $1.94per share as reported by the Nasdaq Capital Market on such date, was approximately $25,013,045. The number of shares of the Registrant's Common Stock outstanding as of March 15, 2025, was23,449,701shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Definitive Proxy Statement on Schedule 14A for the registrant's 2025Annual Meeting of Stockholders, are incorporated by reference into Part III of this Form 10-K/A, and variousExhibits are incorporated by reference into Part IV of this Form 10-K/A. EXPLANATORY NOTE SPAR Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to amend and restate certain items in the Annual Report on Form 10-Kfor the fiscal year ended December 31, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2025 (the “Original Form 10-K”).This Form10-K/A includes audited restated consolidated financial statements as of December 31, 2023 and for the fiscal years ended December 31, 2024 and December 31, 2023, as well asunaudited restated condensed consolidated financial information as of June 30, 2024 and September 30, 2024 and for the three and six months ended June 30, 2024 and 2023 andthe three and nine months ended September 30, 2024 and 2023 (collectively, the “Non-Reliance Periods”). As previously disclosed in the Current Report on Form 8-K filed with the SEC on May 15, 2025, in connection with our year-end financial statement close and preparation of theOriginal Form 10-K, misstatements were identified in our previously filed unaudited condensed consolidated financial statements for the quarterly and year-to-date periods endedJune 30, 2024 and September 30, 2024 (collectively, the “Initial Non-Reliance Periods”), included in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters endedJune 30, 2024 and September 30, 2024, respectively. The determination to restate was made upon the recommendation of the audit committee (the “Audit Committee”) of ourBoard of Directors after consultation with our independent auditors and management team. The unaudited condensed consolidated financial statements for theInitial Non-Reliance P