UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 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, 2023

 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Commission File Number: 814-01378

 BLACKROCK DIRECT LENDING CORP.

 (Exact Name of Registrant as Specified in Charter)

 Delaware

 85-3439073

 (State or Other Jurisdiction of Incorporation)

 (IRS Employer Identification No.)

 2951 28th Street,
 Suite 1000

 Santa Monica,
 California

 90405

 (Address of Principal Executive Offices)

 (Zip Code)

 ( 310) 566-1094

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 None

 Not applicable

 Not applicable

 (Title of each class)

 (Trading Symbol(s))

 (Name of each exchange where registered)

 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

 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 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 and posted on its corporate Web site, if any, every
 Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter 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, or a non-accelerated filer.
 See definition of "accelerated filer and large accelerated filer" 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 a new or revised financial accounting standards provided 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. 7262(b)) by the registered public accounting firm that prepared or
 issued its

 audit report. Yes No

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 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. Yes No

 As of December 31, 2023, there was no established public market for the Registrant's shares of common stock.

 The number of the Registrant's shares of common stock outstanding on March 1, 2024 was 23,753,110.

 Documents Incorporated by Reference: Portions of the Registrant's Proxy Statement relating to the Registrant's 2024 Annual
 Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report.

 Auditor Firm PCAOB ID: 34

 Auditor Name: Deloitte & Touche LLP

 Auditor Location: Los Angeles, California

 EXPLANATORY NOTE

 BlackRock Direct Lending Corp. (the "Company", "we", "us" or "our") is filing this Amendment No. 1 (the "Amendment") to our Annual Report on Form 10-K for the fiscal year
 ended December 31, 2023, which was filed with the Securities and Exchange Commission (the "SEC") on March 4, 2024 (the "Form 10-K"). The purpose of this Amendment is to correct administrative errors in the content of Exhibit 31.1, Certification of
 Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, and Exhibit 31.2, Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, that resulted in improper
 references to a quarterly report. New Exhibits 31.1 and 31.2 with the appropriate corrections are filed as Exhibits 31.1 and 31.2 attached hereto. This Amendment is also being filed to attach hereto the correct Exhibit 10.9, Amendment No. 1 to
 Revolving Credit Agreement, dated as of June 15, 2023, by and between the Company, as the borrower, and Sumitomo Mitsui Banking Corporation, as the administrative agent, letter of credit issuer and a lender.

 In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal
 executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does
 not contain or amend any disclosure with respect to Items 307 and 308 of Regulation SK, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18
 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

 This Amendment does not amend any other information set forth in the Form 10-K, and we have not updated disclosures included therein to reflect any subsequent events.
 This Amendment should be read in conjunction with the Form 10-K and with our filings with the SEC subsequent to the Form 10-K.

 Item 15.

 Exhibits and Financial Statement Schedules

 b.

 Exhibits

 The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the
 SEC:

 Number

 Description

 3.1

 Certificate of Incorporation (1)

 3.2

 By-Laws (1)

 4.1

 Form of Subscription Agreement (2)

 4.2

 Description of Securities (3)

 10.1

 Investment Management Agreement(2)

 10.2

 Administration Agreement(2)

 10.3

 Custody Agreement(2)

 10.4

 Loan Services Addendum to Custody Agreement(2)

 10.5

 Form of Promissory Note(1)

 10.6

 Organizational Cost Agreement(1)

 10.7

 License Agreement(2)

 10.8

 Revolving Credit Agreement, dated as of June 18, 2021, by and between The Company, as the borrower, and Sumitomo Mitsui Banking Corporation, as the administrative agent, lead arranger and a lender (4)

 10.9

 Amendment No. 1 to Revolving Credit
 Agreement, dated as of June 15, 2023, by and between the Company, as the borrower, and Sumitomo Mitsui Banking Corporation, as the administrative agent, letter of credit issuer and a lender**

 14.1

 Code of Ethics of Registrant and the Manager(1)

 19.1

 Insider Trading Policy *

 31.1

 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934**

 31.2

 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934**

 31.3

 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (10-K Amendment)**

 31.4

 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (10-K Amendment)**

 32.1

 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*

 101.INS

 101.SCH

 101.DEF

 101.LAB

 101.PRE

 * Filed with the Company's original 2023 Form 10-K and incorporated herein by reference.

 ** Filed herewith.

 (1)Incorporated by reference to the Company's Registration Statement on Form 10 (File
 No. 000-56231) filed on December 10, 2020 and incorporated herein by reference.

 (2)Incorporated by reference to Amendment No. 1 to the Company's Registration Statement
 on Form 10 (File No. 000-56231) filed on January 25, 2021 and incorporated herein by reference.

 (3)Previously filed with the Company's Form 10-K dated as of March 8, 2021 and
 incorporated herein by reference.

 (4)Previously filed with the Company's Form 8-K dated as of June 23, 2021 and incorporated herein by reference.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to
 be signed on its behalf by the undersigned, there unto duly authorized.

 BlackRock Direct Lending Corp.

 By:

 /s/ Rajneesh Vig

 Name:

 Rajneesh Vig

 Title:

 Chief Executive Officer

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
 on behalf of the registrant and in the capacity and on the dates indicated.

 Date

 Signature

 Title

 /s/ Eric J. Draut

 Director

 Eric J. Draut

 /s/ Maureen K. Usifer

 Director

 Maureen K. Usifer

 /s/ Karen Leets

 Director

 Karen Leets

 /s/ Rajneesh Vig

 Director, Chairman and Chief Executive Officer

 Rajneesh Vig

 /s/ Philip Tseng

 Director and President

 Philip Tseng

 /s/ Erik L. Cuellar

 Chief Financial Officer (Principal Financial Officer)

 Erik L. Cuellar


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 fiscal year ended March 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____________ to ______________

 Commission File No. 001-33861

 MOTORCAR PARTS OF AMERICA, INC.

 (Exact name of registrant as specified in its charter)

 New York

 11-2153962

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 2929 California Street, Torrance, California

 90503

 (Address of principal executive offices)

 Zip Code

 Registrant's telephone number, including area code: ( 310) 212-7910

 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 $0.01 per share

 MPAA

 The Nasdaq Global Select 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

 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 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, smaller reporting company, or an
 emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," "emerging growth 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 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of September 30, 2023, which was the last business day of the registrant's most recently completed fiscal second quarter, the aggregate market value of
 the registrant's common stock held by non-affiliates of the registrant was approximately $ 151,868,000 based on the closing sale price as
 reported on the NASDAQ Global Select Market.

 There were 19,662,380 shares of common stock
 outstanding as of June 4, 2024.

 DOCUMENTS INCORPORATED BY REFERENCE:

 In accordance with General Instruction G (3) of Form 10-K, the information required by Part III hereof will either be incorporated into this annual report
 on Form 10-K by reference to the registrant's Definitive Proxy Statement for the registrant's next Annual Meeting of Stockholders filed within 120 days of March 31, 2024 or will be included in an amendment to this annual report on Form 10-K filed
 within 120 days of March 31, 2024.

 Ernst & Young LLP

 Los Angeles, California

 PCAOB ID No. 42

 Explanatory Note

 Motorcar Parts of America, Inc. (which may be referred to as "the Company," "we," "us," "MPA," and "our") is filing this Amendment No. 1 to Annual Report on
 Form 10-K/A (this "Amended Form 10-K") to amend our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on June 11, 2024 (the "Original Form 10-K"), to
 include Exhibit 97.1, which was omitted from Original Form 10-K.

 This Amended Form 10-K also updates, amends, and supplements Item 15 of the Original Form 10-K to include the filing of new Exhibits 31.4, 31.5 and 31.6,
 certifications of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

 No other changes have been made to the Original Form 10-K. This Amended Form 10-K does not amend or otherwise update any other information in the Original
 Form 10-K. Accordingly, this Amended Form 10-K should be read in conjunction with the Original Form 10-K and with our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the
 Original Form 10-K.

 Item15.

 Exhibits, Financial Statement Schedule

 a.

 Documents filed as part of this report:

 (1) See Item 15(a)(1) of the Original Form 10-K.

 (2) See

 Item 15(a)(2) of the Original Form 10-K.

 (3) The

 documents listed in the Exhibit Index of this Amendment No. 1 to the Annual Report on Form 10-K/A are incorporated by reference or are filed with this Amendment No. 1 to the Annual Report on Form 10-K/A, in each case as indicated therein (numbered
 in accordance with Item 601 of Regulation S-K).

 Exhibits:

 3.1

 Certificate of Incorporation of the Company

 Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2 declared effective on March 22, 1994 (the "1994 Registration Statement").

 3.2

 Amendment to Certificate of Incorporation of the Company

 Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No. 33-97498) declared effective on November 14, 1995 (the "1995 Registration Statement").

 3.3

 Amendment to Certificate of Incorporation of the Company

 Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997.

 3.4

 Amendment to Certificate of Incorporation of the Company

 Incorporated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998 (the
 "1998 Form 10-K").

 3.5

 Amendment to Certificate of Incorporation of the Company

 Incorporated by reference to Exhibit C to the Company's proxy statement on Schedule 14A filed with the SEC on November
 25, 2003.

 3.6

 Amended and Restated By-Laws of the Company

 Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on August 24, 2010.

 3.7

 Certificate of Amendment of the Certificate of Incorporation of the Company

 Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on April 17, 2014.

 3.8

 Amendment to the Amended and Restated By-Laws of the Company

 Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 14, 2016.

 3.9

 Amendment to the Amended and Restated By-Laws of the Company

 Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 22, 2017.

 3.10

 Third Amendment to the Amended and Restated By-Laws of the Company

 Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 1, 2022.

 4.1

 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

 Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed on August 9, 2022.

 4.2

 2004 Non-Employee Director Stock Option Plan

 Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A for the 2004 Annual Shareholders Meeting.

 4.3

 2010 Incentive Award Plan

 Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on December 15, 2010.

 4.4

 Amended and Restated 2010 Incentive Award Plan

 Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 5, 2013.

 4.5

 Second Amended and Restated 2010 Incentive Award Plan

 Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 3, 2014.

 4.6

 2014 Non-Employee Director Incentive Award Plan

 Incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A filed on March 3, 2014.

 4.7

 Third Amended and Restated 2010 Incentive Award Plan

 Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on November 20, 2017.

 4.8

 Fourth Amended and Restated 2010 Incentive Award Plan

 Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on July 24, 2020.

 4.9

 2022 Incentive Award Plan

 Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on
 July 29, 2022.

 4.10

 Form of Convertible Promissory Note

 Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 31, 2023.

 4.11

 Form of Common Stock Warrant

 Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on March 31, 2023.

 4.12

 First Amended and Restated Convertible Promissory Note

 Incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K filed on June 14, 2023.

 4.13

 First Amended and Restated Common Stock Warrant

 Incorporated by reference to Exhibit 4.13 to the Annual Report on Form 10-K filed on June 14, 2023.

 10.1

 Form of Indemnification Agreement for officers and directors

 Incorporated by reference to Exhibit 10.25 to the 1997 Registration Statement.

 10.2

 Amended and Restated Employment Agreement, dated as of December 31, 2008, by and between the Company and Selwyn Joffe

 Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed January 7, 2009.

 10.3

 Employment Agreement, dated as of May 18, 2012, between Motorcar Parts of America, Inc., and Selwyn Joffe

 Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 24, 2012.

 10.4

 Form of Stock Option Notice for use in connection with stock options granted to Selwyn Joffe pursuant to the Motorcar Parts of America, Inc. 2010 Incentive Award Plan

 Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 12, 2013.

 10.5

 Form of Stock Option Agreement for use in connection with stock options granted to Selwyn Joffe pursuant to the Motorcar Parts of America, Inc. 2010 Incentive Award Plan

 Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on August 12, 2013.

 10.6*

 Revolving Credit, Term Loan and Security Agreement, dated as of June 3, 2015, among Motorcar Parts of America, Inc., each lender from time to time party thereto, and PNC
 Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 8, 2015.

 10.7

 First Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of November 5, 2015, among Motorcar Parts of America, Inc., each lender from time to time
 party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on November 9, 2015.

 10.8

 Consent and Second Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of May 19, 2016, among Motorcar Parts of America, Inc., each lender from
 time to time party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on August 9, 2016.

 10.9

 Third Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of March 24, 2017, among Motorcar Parts of America, Inc., each lender from time to time
 party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.38 to Annual Report on Form 10-K filed on June 14, 2017.

 10.10

 Fourth Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of April 24, 2017, among Motorcar Parts of America, Inc., each lender from time to time
 party thereto and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 27, 2017.

 10.11

 Fifth Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of July 18, 2017, among Motorcar Parts of America, Inc., each lender from time to time
 party thereto and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 24, 2017.

 10.12*

 Amended and Restated Credit Facility, dated as of June 5, 2018, among Motorcar Parts of America, Inc., each lender from time to time party thereto and PNC Bank, National
 Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 9, 2018.

 10.13

 First Amendment to Amended and Restated Loan Agreement, dated as of November 14, 2018, among Motorcar Parts of America, Inc., D & V Electronics Ltd., each lender
 from time to time party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 20, 2018.

 10.14

 Amendment No. 2 to Employment Agreement, dated as of February 5, 2019, between Motorcar Parts of America, Inc., and Selwyn Joffe

 Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on February 11, 2019.

 10.15

 Second Amendment to Amended and Restated Loan Agreement, dated as of June 4, 2019, among Motorcar Parts of America, Inc., D&V Electronics Ltd., Dixie Electric Ltd.,
 Dixie Electric Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 7, 2019.

 10.16

 Amendment No. 3 to Employment Agreement, dated as of March 30, 2020, between Motorcar Parts of America, Inc., and Selwyn Joffe

 Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K filed on June 15, 2020.

 10.17

 Amendment No. 4 to Employment Agreement, dated as of May 21, 2020, between Motorcar Parts of America, Inc., and Selwyn Joffe

 Incorporated by reference to exhibit 10.1 to the Quarterly Report filed on August 10, 2020.

 10.18

 Third Amendment to Amended and Restated Loan Agreement, dated as of May 28, 2021, among Motorcar Parts of America, Inc., D&V Electronics Ltd., Dixie Electric Ltd.,
 Dixie Electric Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 2, 2021.

 10.19

 Amendment No. 5 to Employment Agreement, dated as of June 18, 2021, between Motorcar Parts of America, Inc., and Selwyn Joffe

 Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on August 9, 2021.

 10.20

 Fourth Amendment to Amended and Restated Loan Agreement, dated as of November 3, 2022, among Motorcar Parts of America, Inc., D&V Electronics Ltd., Dixie Electric Ltd., Dixie Electric
 Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 9, 2022.

 10.21

 Fifth Amendment to Amended and Restated Loan Agreement, dated as of February 3, 2023, among Motorcar Parts of America, Inc., D&V Electronics Ltd., Dixie Electric Ltd., Dixie Electric Inc.,
 each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on February 9, 2023.

 10.22

 Note Purchase Agreement

 Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 31, 2023.

 10.23

 Registration Rights Agreement

 Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 31, 2023.

 10.24

 Sixth Amendment to Amended and Restated Loan Agreement, dated as of May 28, 2021, among Motorcar Parts of America, Inc., D & V Electronics Ltd., Dixie Electric Ltd., and Dixie Electric
 Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 31, 2023.

 10.25

 Amendment No. 6 to Employment Agreement, dated March 29, 2023, between Motorcar Parts of America, Inc. and Selwyn Joffe.

 Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 31, 2023.

 10.26

 First Amendment to Note Purchase Agreement

 Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K filed on June 14, 2023.

 10.27

 Seventh Amendment to Amended and Restated Loan Agreement, dated as of August 3, 2023, among Motorcar Parts of America, Inc., D & V Electronics Ltd., Dixie Electric Ltd., and Dixie Electric
 Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 9, 2023.

 10.28

 Second Amendment to the Note Purchase Agreement

 Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 9, 2023.

 10.29

 Eighth Amendment to Amended and Restated Loan Agreement, dated as of December 12, 2023, among Motorcar Parts of America, Inc., D & V Electronics Ltd., Dixie Electric Ltd., and Dixie
 Electric Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent

 Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 13, 2023.

 21.1

 List of Subsidiaries

 Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed on June 11, 2024.

 23.1

 Consent of Independent Registered Public Accounting Firm Ernst & Young LLP

 Incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-K filed on June 11, 2024.

 31.1

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 Incorporated by reference to Exhibit 31.1 to the Annual Report on Form 10-K filed on June 11, 2024.

 31.2

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 Incorporated by reference to Exhibit 31.2 to the Annual Report on Form 10-K filed on June 11, 2024.

 31.3

 Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 Incorporated by reference to Exhibit 31.3 to the Annual Report on Form 10-K filed on June 11, 2024.

 31.4

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 31.5

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 31.6

 Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 32.1

 Certifications of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer pursuant to Section 906 of the Sarbanes Oxley Act
 of 2002

 Incorporated by reference to Exhibit 32.1 to the Annual Report
 on Form 10-K filed on June 11, 2024.

 97.1

 Policy for Recovery of Erroneously Awarded Compensation

 101.INS

 101.SCM

 101.LAB

 101.PRE

 *

 Portions of this exhibit have been granted confidential treatment by the SEC.

 The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with
 respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in those agreements or other documents were made solely within the
 specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

 SIGNATURES

 Pursuant to the requirements of Section 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.

 MOTORCAR PARTS OF AMERICA, INC.

 Dated: June 28, 2024

 By:

 /s/ David Lee

 David Lee

 Chief Financial Officer

 Dated: June 28, 2024

 By:

 /s/ Kamlesh Shah

 Kamlesh Shah

 Chief Accounting Officer

 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K/A has been signed by the following persons on behalf of the
 Registrant in the capacities and on the dates indicated:

 /s/ Selwyn Joffe

 Chief Executive Officer and Director

 (Principal Executive Officer)

 Selwyn Joffe

 /s/ David Lee

 Chief Financial Officer

 (Principal Financial Officer)

 David Lee

 /s/ Kamlesh Shah

 Chief Accounting Officer

 (Principal Accounting Officer)

 Kamlesh Shah

 /s/ Rudolph Borneo

 Rudolph Borneo

 /s/ David Bryan

 David Bryan

 /s/ Joseph Ferguson

 Joseph Ferguson

 /s/ Philip Gay

 Philip Gay

 /s/ Jeffrey Mirvis

 Jeffrey Mirvis

 /s/ Jamy Rankin

 Jamy Rankin

 /s/ Douglas Trussler

 Douglas Trussler

 /s/ Patricia Warfield

 Patricia Warfield

 /s/ Barbara Whittaker

 Barbara Whittaker


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 fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from __________
 to __________

 Commission File Number: 001-35895

 THRYV HOLDINGS, INC.

 (Exact name of registrant as specified in its charter)

 DE

 13-2740040

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 2200 West Airfield Drive, P.O. Box 619810 D/FW Airport, TX

 75261

 (Address of principal executive offices)

 (Zip Code)

 ( 972) 453-7000

 (Registrant's telephone number, including area code)

 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, $0.01 par value per share

 THRY

 The Nasdaq Stock Market LLC

 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

 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. 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 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of common stock held by non-affiliates of the registrant, based on the closing price of the registrant's
 common stock on June 30, 2023, as reported by the Nasdaq Capital Market on such date was approximately $ 800 million. Shares of the registrant's common stock held by each executive officer, director and non-passive holders of 10% or more of the outstanding common stock have
 been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose.

 As of February 20, 2024, there w ere 35,557,803 sha res of the registrant's common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 GRANT THORNTON LLP

 Dallas, Texas

 PCAOB ID: 248

 EXPLANATORY NOTE

 Thryv Holdings, Inc. is filing this Amendment No. 1 on Form 10-K/A ("Form 10-K/A") to amend our Annual Report on Form 10-K for the
 fiscal year ended December 31, 2023 ("2023 Form 10-K"), as filed with the U.S. Securities and Exchange Commission (the "SEC") on February 22, 2024, solely to file corrected officer certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form 10-K/A, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been
 omitted. Except as described above, no other changes have been made to the 2023 Form 10-K, and we have not updated the disclosures contained therein to reflect any events which occurred subsequent to the filing of the 2023 Form 10-K. Accordingly,
 this Form 10-K/A should be read in conjunction with the 2023 Form 10-K and with our filings with the SEC subsequent to the 2023 Form 10-K.

 In this Form 10-K/A, references to "we," "our," "us," "Thryv" and the "Company" refer to Thryv Holdings, Inc., including its
 consolidated subsidiaries.

 SIGNATURES

 Pursuant to the requirements 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.

 THRYV HOLDINGS, INC.

 August 19, 2024

 By:

 /s/ Joseph A. Walsh

 Joseph A. Walsh

 Chairman of the Board and Chief Executive Officer

 (Principal Executive Officer)

 August 19, 2024

 By:

 /s/ Paul D. Rouse

 Paul D. Rouse

 Chief Financial Officer, Executive Vice President and Treasurer

 (Principal Financial Officer)

 EXHIBIT INDEX

 Exhibit

 Number

 Description

 31.1

 (1)

 Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 (1)

 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 (1) Furnished herewith.