As filed with the Securities and Exchange Commission on March 18, 2019
Registration No. 333- 228664
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
U.S. WELL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 81-1847117 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
1360 Post Oak Boulevard, Suite 1800
Houston, Texas 77056
(832) 562-3730
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Joel Broussard
President and Chief Executive Officer
770 South Post Oak Lane, Suite 405
Houston, Texas 77056
Telephone: (832) 562-3730
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Hillary H. Holmes
Gibson, Dunn & Crutcher LLP
811 Main Street, Suite 3000
Houston, TX 77002
Tel: (346) 718-6600
Approximate date of commencement of proposed sale to the public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 | ☐ (Do not check if a smaller reporting company) | 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registrants Registration Statement on Form S-3 (File No. 333-228664) is being filed pursuant to Rule 462(d) for the sole purpose of adding a consent of independent accountants as a new Exhibit 23.1. As such, only the cover page, Item 16(a) of Part II, the signatures and the exhibits are included herein. No other changes are made to the Registration Statement. Pursuant to Rule 462(d) under the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 is effective upon filing with the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. | Exhibits |
The following is a list of all exhibits filed as a part of this registration statement on Form S-3, including those incorporated herein by reference.
* Previously filed.
** Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 18, 2019.
U.S. WELL SERVICES, INC. | ||
By: | /s/ Kyle ONeill | |
Name: | Kyle ONeill | |
Title: | Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and March 18, 2019
Signature |
Title | |
* Joel Broussard |
President, Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ Kyle ONeill Kyle ONeill |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
* David Matlin |
Director | |
* David Treadwell |
Director | |
* Adam Klein |
Director | |
* Eddie Watson |
Director | |
* James Bold |
Director | |
* Ryan Carroll |
Director |
Kyle ONeill hereby signs this Post-Effective Amendment No. 1 to the Registration Statement on behalf of the indicated person for whom he is attorney-in-fact, pursuant to powers of attorney previously included with the Registration Statement on Form S-3 filed on December 4, 2018 with the Securities and Exchange Commission.
*By: /s/ Kyle ONeill |
Kyle ONeill |
Attorney-in-Fact |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
U.S. Well Services, Inc.:
We consent to the use of our report dated March 14, 2019, with respect to the consolidated balance sheets of U.S. Well Services, Inc. and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of operations, stockholders equity/members equity, and cash flows for the year ended December 31, 2018 (Successor), for the periods February 2, 2017 to December 31, 2017 (Successor), January 1, 2017 to February 1, 2017 (Predecessor), and for the year ended December 31, 2016 (Predecessor), and the related notes (collectively, the consolidated financial statements), incorporated herein by reference to the December 31, 2018 annual report on Form 10-K of U.S. Well Services, Inc.
Our report dated March 14, 2019, refers to a new basis for presentation as the accompanying consolidated financial statements for the Successor periods includes assets acquired and liabilities assumed that were recorded at fair value having carrying amounts not comparable with prior periods as discussed in note 4 to the consolidated financial statements.
/s/ KPMG LLP
Houston, Texas
March 18, 2019