UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 8.01. Other Events.
On November 17, 2021, Custom Truck One Source, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. of the underwriters named therein (the “Underwriters”) and certain selling stockholders named therein (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell 12,322,975 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share, to the Underwriters at a price of $8.47025 per share. Under the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 1,848,446 shares of common stock (together with the Firm Shares, the “Shares”) at the same purchase price. The offering closed on November 22, 2021. The Company did not sell any shares of Common Stock in the offering and will not receive any proceeds from the offering.
The offering was made pursuant to an effective shelf Registration Statement on Form S-3 (File No. 333-259725) and a related prospectus supplement filed with the Securities and Exchange Commission.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Shares by the Selling Stockholders to the Underwriters, indemnification and contribution obligations and other customary terms and conditions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of November 17, 2021, by and among the Company, the Underwriters and the Selling Stockholders | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
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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 hereunto duly authorized.
| Date: November 22, 2021 | Custom Truck One Source, Inc. |
| /s/ Bradley Meader | |
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Bradley Meader Chief Financial Officer |
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