SkyWater Technology Inc 2025年季度报告

Washington, D.C. 20549 FORM10-Q/A (Amendment No. 1) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended:March 30, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number:001-40345 SkyWater Technology, Inc. (Exact name of registrant as specified in its charter) 37-1839853 Delaware (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 2401 East 86thStreet,Bloomington,Minnesota55425(Address of registrant’s principal executive offices and zip code) Registrant’s telephone number, including area code: (952)851-5200 Securities registered under Section12(b) of the Exchange Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange 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.xYes¨No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).xYes¨No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Largeacceleratedfiler¨Non-accelerated filer¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section17(a)(2)(B) of the Securities Act.¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).¨Yes xNo On May5, 2025, the number of shares of common stock, $0.01 par value, outstanding was48,037,024. EXPLANATORY NOTE This Amendment No. 1 to the Quarterly Report on Form 10-Q (this “Amendment”) of SkyWater Technology, Inc. (the“Company” or “we”) amends the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2025, which wasoriginally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 8, 2025 (the “Original Q1 Form 10-Q”). Weare filing this Amendment to revise Part II “Item 5. Other Information” of the Original Q1 Form 10-Q to add a Rule 10b5-1 tradingarrangement entered into by each of Thomas Sonderman, the Company’s Chief Executive Officer, and Steve Manko, the Company’sChief Financial Officer, which were inadvertently omitted from the disclosure included in the Original Q1 Form 10-Q. In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), newcertifications by the Company’s principal executive officer and principal financial officer are filed herewith as Exhibits 31.1 and 31.2to this Amendment, respectively, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements havebeen included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 ofRegulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. In addition, because no financial statements have beenincluded in this Amendment, we are not filing new, currently dated certifications pursuant to Section 1350 of Chapter 63 of Title 18 ofthe United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002). Except as specifically noted above, this Amendment does not modify or update disclosures in the Original Q1 Form 10-Q.This Amendment does not reflect events occurring after the filing of the Original Q1 Form 10-Q or modify or update any related orother disclosures, other than those discussed herein. Accordingly, this Amendment should be read in conjunction with the Original Q1Form 10-Q and the Company’s other filings with the SEC subsequent to the filing of the Original Q1 Form 10-Q. PART II. OTHER INFORMATION Item 5. Other Information (c) During the three-month period ended March30, 2025, no director or Section 16 officer of the Companyadoptedorterminateda “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) ofRegulation S-K, except as described below. OnMarch 14, 2025,Thomas Sonderman, the Company’sChief Executive Officer,adopted a Rule 10b5-1 trading arrangementthat is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and provides for