UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
Amendment No. 1
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-35401
CEMENTOS PACASMAYO S.A.A.
(Exact name of Registrant as specified in its
charter)
PACASMAYO CEMENT CORPORATION
(Translation of Registrant’s name into
English)
Republic of Peru
(Jurisdiction of incorporation or organization)
Calle La Colonia 150, Urbanización El
Vivero
Surco, Lima
Peru
(Address of principal executive offices)
Javier Durand, Esq., General Counsel
Tel. +51-1-317-6000
Calle La Colonia 150
Urb. El Vivero - Lima, Peru
(Name, telephone, email and/or facsimile number
and address of company contact person)
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 Shares, par value S/1.00 per share, in the form of American Depositary Shares, each representing five Common Shares | | CPAC | | New York Stock Exchange |
Securities registered pursuant to Section 12(g)
of the Act: None
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
| At December 31, 2024 | | 423,868,449 common shares |
| | | 4,238,397 investment shares* |
| * | Excluding 36,040,497 investment shares held in treasury. |
Indicate by check mark
if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
If this report is an
annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Note- Checking the box above
will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their
obligations under those Sections.
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 and posted pursuant to Rule
405 of Regulation S-T (§ 203.405 of this chapter) during the preceding 12 months (or for such other period that the registrant
was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition
of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☒ | Non-accelerated filer ☐ |
| | | Emerging growth company ☐ |
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
† The term “new
or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
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. 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 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 which
basis of accounting the Registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
If “Other” has been checked
in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow. Item
17 ☐ Item 18 ☐
If this is an annual report,
indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
Explanatory Note
This Amendment No. 1 on Form 20-F/A (this
“Amendment No. 1”) is being filed solely to correct the text of Exhibits 12.1 and 12.2 of the Annual Report on Form 20-F
for the fiscal year ended December 31, 2024 of Cementos Pacasmayo S.A.A. (the “Registrant”), which was originally filed
on April 29, 2025 (the “Form 20-F”).
This Amendment No. 1 consists of a cover page, this explanatory note,
the signature page and the corrected Exhibits 12.1 and 12.2.
Except as described above, this Amendment No. 1 does not amend, update
or restate the information in any other item of the Form 20-F or reflect any events that have occurred after the filing of the Form 20-F.
ITEM 19. EXHIBITS
Exhibit
Number |
|
Description of Document |
| |
|
| 12.1 |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Chief Executive Officer |
| |
|
| 12.2 |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Chief Financial Officer |
SIGNATURES
The registrant hereby
certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.
| |
CEMENTOS PACASMAYO S.A.A. |
| |
|
|
| |
By: |
/s/ Humberto Nadal Del Carpio |
| |
Name: |
Humberto Nadal Del Carpio |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
By: |
/s/ Ely Hayashi Hirahoka |
| |
Name: |
Ely Hayashi Hirahoka |
| |
Title: |
Chief Financial Officer |
Date: December 4, 2025
CEMENTOS PACASMAYO SAA
+51
1-317-6000
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