Amrize Ltd
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and
communicated to the Company’s management, including its principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.
In connection with the preparation of this report, an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as of June 30, 2025 was carried out under the supervision and with the
participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer
(“the Certifying Officers”). Based on this evaluation, the Certifying Officers concluded that the Company’s
disclosure controls and procedures were not effective as of June 30, 2025 because of our previously reported
material weakness in our internal control over financial reporting, as described in the Risk Factors section on our
Form 10 filed on May 7, 2025.
Notwithstanding the identified material weakness, management has concluded thatthe consolidated financial
statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial
position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.
Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements
will not be prevented or detected on a timely basis.
As previously disclosed, management identified a material weakness in the design and operation of our internal
control over financial reporting related to insufficient accounting and supervisory personnel who have the
appropriate level of U.S. GAAP technical accounting experience and training.
Ongoing Remediation Efforts to Address the Previously Identified Material Weakness
Management, under the oversight of the Audit Committee, is in the process of implementing measures designed to
remediate the factors contributing to the material weakness, including:
Continuing to recruit qualified personnel with U.S. GAAP and SEC experience to support enhanced control
ownership;
As a newly listed public company, establishing Finance Policy and Disclosure Committees comprised of
qualified personnel; and
Utilizing outside resources with specialized accounting expertise to supplement internal resources as
needed.
Although we have taken steps to implement our remediation plan, the material weakness will not be considered
remediated until the enhanced controls operate for a sufficient period of time and management has concluded,
through testing, that the related controls are effective. We will continue to monitor the effectiveness of our
remediation plan and refine the remediation plan as appropriate.
Changes in Internal Controls over Financial Reporting
Other than with respect to the remediation efforts in connection with the material weakness described above, there
were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.