WBQNL 10-K/A
Woodbridge Liquidation Trust (WBQNL)
10-K/A
2024-01-19
For: 2023-06-30
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
For the fiscal year ended June 30, 2023
OR
For the transition period from _______ to _______
Commission File Number 000-56115
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (310 )
765-1550
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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N/A
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
Class A Liquidation Trust Interests
(Title of Class)
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 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
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.
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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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
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 financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 762(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 the correction 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 the registrant’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
At December 31, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s shares of Class A
Liquidation Trust Interests held by non-affiliates of the registrant was approximately $28.60 million based upon the average bid and ask
price of $2.50. As of December 31, 2022, there were approximately 11.44 million shares of Class A Liquidation Trust Interests held by non-affiliates.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court. ☒ Yes ☐ No
DOCUMENTS INCORPORATED BY REFERENCE
None
Auditor Name: Baker Tilly US, LLP
Auditor Location: Irvine, California PCAOB ID:
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment”) to the Annual Report on Form 10-K of Woodbridge Liquidation Trust (the “Trust”) for the year ended June 30, 2023 as filed with the Securities and Exchange Commission on September 28, 2023 (the “Original 10-K”),
is being filed for the sole purpose of amending and restating Exhibit 31.1 to the Original 10-K to conform to the exact language requirements set forth in Rule 13a-14(a) under the Securities Exchange Act of 1934. This Amendment does not amend,
update or change any other items or disclosure in the Original 10-K or reflect events that occurred after the date of the Original 10-K. Therefore, this Amendment should be read in conjunction with the Original 10-K.
| Item 15. |
Exhibits and Financial Statement Schedules
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| 31.1 |
Certification of Liquidation Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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Woodbridge Liquidation Trust
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Date: January 19, 2024
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By:
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/s/ Michael I. Goldberg
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Michael I. Goldberg,
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Liquidation Trustee
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