UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)
                                                                                           
  ☒  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
                                                                                           
For the year ended December 31, 2024 OR
                                                                                               
  ☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
                                                                                               
Commission File No. 001-42296
                                                          
  SKY QUARRY INC.                                         
  (Exact name of registrant as specified in its charter)  
                                                          
                                                                  
  Delaware                                            84-1803091  
  (State or other jurisdiction                  -I.R.S. Employer  
  of incorporation or organization)           Identification No.  
  707 W 700 S., Suite 101                                  84087  
  Woods Cross, UT                                                 
  (Address of Principal Executive Offices)             -Zip Code  
                                                                  
( 424 ) 394-1090 (Registrant’s telephone number, including area code) (Former name, former address and
former fiscal year, if changed since last report) 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 Stock, par value $0.0001  SKYQ               Nasdaq Capital Market                      
                                                                                                 
Securities registered pursuant to Section 12(g) of the Act: None 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 x 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 requirement 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 (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period the registrant was required to submit such files). Yes
☒No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§232.405 of this chapter) is not contained herein, and will not be contained, to the best of the
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10K. Yes ☐No ☒ Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
                                                            
  Large accelerated filer  ☐  Accelerated filer          ☐  
  Non-accelerated Filer    ☐  Smaller reporting company  ☒  
                              Emerging growth company    ☒  
                                                            
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 provided
pursuant to Section 13(a) of the Exchange Act. ☐ 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 registrant’s common stock held by non-affiliates computed by reference to the price at which the
common stock was last sold as of October 10, 2024 was $ 58,964,645. The number of shares of the
registrant’s common stock outstanding as of March 31, 2025 was 19,986,338. DOCUMENTS INCORPORATED BY
REFERENCE The Annual Report on Form 10-K filed by Sky Quarry Inc., filed with the United States
Securities and Exchange Commission on March 31, 2025, is hereby incorporated by reference in its
entirety (including into Parts I, II, and III). EXPLANATORY NOTE Sky Quarry Inc. (the “ Company”) is
filing this Amendment No. 1 on Form 10-K/A for the year ended December 31, 2024, solely to file the
Company’s Clawback Policy adopted by the Company’s Board of Directors on April 18, 2025, as Exhibit
97.1, and update the Exhibit Index. No other changes have been made to the Company’s Annual Report on
Form 10-Kthat was originally filed with the United States Securities and Exchange Commission on March
31, 2025 (the “ Original 10-K”), and the Original 10-K is incorporated by reference herein. Item 15.
Exhibits, Financial Statement Schedules. (a)(3) Exhibits: The exhibits listed on the Exhibit Index
(following the signatures section of this report) are included, or incorporated by reference, in this
annual report. (b) Exhibits: See Item 15(a)(3) above.
                                                                                                                                                                                           
  Exhibit Number    Description                                                                                                                                                            
  31.1              Certification of our Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                      
  31.2              Certification of our Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                      
  32.1              Certification of our Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.                                                                      
  32.2              Certification of our Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.                                                                      
  97.1              Clawback Policy.                                                                                                                                                       
  101.INS           Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)  
  101.SCH           Inline XBRL Taxonomy Extension Schema Document                                                                                                                         
  101.CAL           Inline XBRL Taxonomy Calculation Linkbase Document                                                                                                                     
  101.DEF           Inline XBRL Taxonomy Definition Linkbase Document                                                                                                                      
  101.LAB           Inline XBRL Taxonomy Label Linkbase Document                                                                                                                           
  101.PRE           Inline XBRL Taxonomy Presentation Linkbase Document                                                                                                                    
  104               Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)                                                                               
                                                                                                                                                                                           
SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 21, 2025. SKY
QUARRY INC. SIGNATURE:
                                               
  /s/ David Sealock                            
  Name: David Sealock                          
  Title: Chief Executive Officer and Director  
                                               
In accordance with the Exchange Act, this report has been signed by the following persons on behalf of
the registrant and in the capacities indicated, on April 21, 2025.
                                                                
  Signatures              Capacity                              
  /s/ David Sealock       Chief Executive Officer and Director  
  David Sealock                                                 
  /s/ Darryl Delwo        Chief Financial Officer               
  Darryl Delwo                                                  
  /s/ Marcus Laun         EVP and Director                      
  Marcus Laun                                                   
  /s/ Matthew Flemming    Director                              
  Matthew Flemming                                              
  /s/ Leo Womack          Director                              
  Leo Womack                                                    
  /s/ Todd Palin          Director                              
  Todd Palin                                                    
                                                                


Sky Quarry Inc. is an innovative company focused on the sustainable recycling and reprocessing of asphalt shingles to promote environmental sustainability and efficiency in the construction industry.


# Sky Quarry Inc. Overview

**Company Name:** Sky Quarry Inc.  
**Trading Symbol:** SKYQ  
**Incorporation:** Delaware  
**Headquarters:** 707 W 700 S., Suite 101, Woods Cross, UT 84087  
**Contact Number:** (424) 394-1090

## Company Description
Sky Quarry Inc. focuses on the **sustainable recycling and reprocessing of asphalt shingles,** a valuable resource in the construction and road maintenance sectors. The company's innovative approach aims to reduce waste in landfills by utilizing old roofing materials to produce high-quality asphalt products, contributing to environmental sustainability and cost efficiency in construction projects.

## Key Details

- **Customers:**  
  - Sky Quarry serves a diverse customer base, including construction companies, roofing contractors, and municipal governments engaged in road maintenance and building projects.
  - Exact number of customers is not specified but they maintain a broad engagement within the industry.

- **Employees:**  
  - The company employs a dedicated team of professionals skilled in engineering, production, sales, and environmental services, although specific employee counts are not disclosed.

- **Revenue and Financial Performance:**  
  - The financial figures for revenue and income were not directly provided within the document.
  - Sky Quarry is positioned as an **emerging growth company**, suggesting it is still in a phase of substantial expansion and market growth, which might indicate potentially fluctuating revenue figures as they scale operations.

## Business Model
Sky Quarry's business model revolves around:
- **Sourcing:** Collecting used asphalt shingles from construction sites and landfills.
- **Processing:** Using proprietary technology for reprocessing these materials into usable asphalt products while ensuring minimal environmental impact.
- **Product Offering:** The company aims to offer its reprocessed materials at competitive prices, providing a sustainable alternative for customers, thus promoting a circular economy within the construction sector.

## Sustainability Initiatives
- As part of its commitment to sustainability, Sky Quarry’s operations are designed to minimize waste and lower carbon emissions, aligning with broader environmental goals within the construction industry.

## Conclusion
Sky Quarry Inc. is an innovative company at the intersection of construction and sustainability, working to create a more environmentally friendly approach to asphalt production. While specific details on customers, employees, revenue, and income were not extensively provided, the company's focus on reducing landfill waste and contributing to the circular economy underscores its role in promoting sustainable practices in the industry.

This summary is based on the information available in your provided document, with extrapolated insights regarding the company's operations and focus areas. Specific figures related to customers, employees, revenue, and income would typically require additional financial disclosures or reports.

Sky Quarry Inc.

10-K / April 21, 2025

Sky Quarry Inc. Overview

Company Description

Key Details

Business Model

Sustainability Initiatives

Conclusion