☒ ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~(Mark One)

Registrant’s telephone number, including area ~~code:~~~~(203) 864-3144~~code (832) 562-3730

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 ~~and posted on its corporate Website, if any,~~ every Interactive ~~Date~~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 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and ~~“emerging~~"emerging growth ~~company”~~company" in Rule 12b-2 of the Exchange Act.

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~~☒[ ]Yes [✓]No☐

As of ~~November 3, 2017, there were 32,500,000~~April 30, 2021, the registrant had 90,068,356 shares of ~~the Company’s~~ Class A ~~common stock, par value $0.0001 (the “Class A common stock”)~~Common Stock and ~~8,125,000~~0 shares of ~~the Company’s~~ Class ~~F common stock, par value $0.0001 (the “Class F common stock”) issued and~~B Common Stock outstanding.

			Page No.
PART I –	FINANCIAL ~~INFORMATION:~~INFORMATION
Item 1.	Financial ~~Statements:~~Statements (Unaudited)		2
	Condensed Consolidated Balance Sheets ~~as of September 30, 2017 (Unaudited) and December 31, 2016 (Audited)~~		2
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 (Unaudited) and Three Months Ended September 30, 2016 (Unaudited) and Period from March 10, 2016 (inception) through September 30, 2016 (Unaudited)		3
	Condensed ~~Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2017 (Unaudited)~~		4
	~~Condensed~~Consolidated Statements of Cash Flows ~~for the Nine Months Ended September 30, 2017 (Unaudited) and for the Period from March 10, 2016 (inception) through September 30, 2016 (Unaudited)~~		5 4
	Condensed Consolidated Statements of Stockholders’ Deficit	6
	Notes to Condensed Consolidated Financial Statements ~~(Unaudited)~~		6 7

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations		16 23
Item 3.	Quantitative and Qualitative ~~Disclosures About~~Disclosure about Market Risk		21 28
Item 4.	Controls and Procedures		21 28
~~PART II – OTHER INFORMATION:~~
~~Item 1.~~ PART II	~~Legal Proceedings~~OTHER INFORMATION		21 29
Item ~~1A.~~1.	~~Risk Factors~~Legal Proceeding		22 29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		22 29
Item 3.	Defaults Upon Senior Securities		22 29
Item 4.	Mine Safety Disclosures		22 29
Item 5.	Other Information		22 29
Item 6.	Exhibits	30
SIGNATURES	22	31

U.S. WELL SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
	March 31, 2021			December 31, 2020 (As Restated)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	17,726		$	3,693
Restricted cash		519			1,569
Accounts receivable (net of allowance for doubtful accounts of $0 and $12,000 as of March 31, 2021 and December 31, 2020, respectively)		61,756			44,393
Inventory, net		8,077			7,965
Prepaids and other current assets		14,048			10,707
Total current assets		102,126			68,327
Property and equipment, net		233,502			235,332
Intangible assets, net		13,225			13,466
Goodwill		4,971			4,971
Deferred financing costs, net		781			1,127
TOTAL ASSETS	$	354,605		$	323,223
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	45,113		$	36,362
Accrued expenses and other current liabilities		11,989			14,781
Notes payable		9,123			998
Current portion of long-term equipment financing		3,564			3,519
Current portion of capital lease obligation		218			54
Current portion of long-term debt		10,000			10,000
Total current liabilities		80,007			65,714
Warrant liabilities		8,775			1,619
Long-term equipment financing		8,438			9,347
Long-term capital lease obligation		661			-
Long-term debt		293,503			274,555
Other long-term liabilities		3,617			3,539
TOTAL LIABILITIES		395,001			354,774
Commitments and contingencies (NOTE 16)
MEZZANINE EQUITY
Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share; 55,000 shares authorized; 50,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020; aggregate liquidation preference of $62,230 and $60,418 as of March 31, 2021 and December 31, 2020, respectively		53,252			50,975
Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share; 22,050 shares authorized; 21,288 shares and 22,050 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively; aggregate liquidation preference of $24,013 and $24,100 as of March 31, 2021 and December 31, 2020, respectively		22,600			22,686
STOCKHOLDERS' DEFICIT
Class A Common Stock, par value of $0.0001 per share; 400,000,000 shares authorized; 90,068,356 shares and 72,515,342 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		9			7
Class B Common Stock, par value of $0.0001 per share; 20,000,000 shares authorized; 0 shares and 2,302,936 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		-			-
Additional paid in capital		226,740			217,212
Accumulated deficit		(342,997	)		(322,431	)
Total Stockholders' Deficit		(116,248	)		(105,212	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT	$	354,605		$	323,223
The accompanying notes are an integral part of these condensed consolidated financial statements.

U.S. WELL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

	Three Months Ended March 31,
	2021			2020 (As Restated)
Revenue	$	76,258		$	112,035
Costs and expenses:
Cost of services (excluding depreciation and amortization)		62,631			85,153
Depreciation and amortization		11,106			32,008
Selling, general and administrative expenses		7,390			19,058
Impairment of long-lived assets		-			147,543
Loss on disposal of assets		2,436			4,244
Loss from operations		(7,305	)		(175,971	)
Interest expense, net		(6,183	)		(7,956	)
Change in fair value of warrant liabilities		(7,151	)		6,553
Other income		29			6
Loss before income taxes		(20,610	)		(177,368	)
Income tax benefit		-			(750	)
Net loss		(20,610	)		(176,618	)
Net loss attributable to noncontrolling interest		(44	)		(10,800	)
Net loss attributable to U.S. Well Services, Inc.		(20,566	)		(165,818	)
Dividends accrued on Series A preferred stock		(1,813	)		(1,751	)
Dividends accrued on Series B preferred stock		(711	)		-
Deemed and imputed dividends on Series A preferred stock		(464	)		(6,972	)
Deemed dividends on Series B preferred stock		(4,168	)		-
Net loss attributable to U.S. Well Services, Inc. common stockholders	$	(27,722	)	$	(174,541	)
Loss per common share (See Note 13):
Basic and diluted	$	(0.35	)	$	(2.90	)
Weighted average common shares outstanding:
Basic and diluted		78,977			58,620

The accompanying notes are an integral part of these condensed consolidated financial statements.

U.S. WELL SERVICES, INC.

~~PART I – FINANCIAL INFORMATION~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

~~Item 1. Financial Statements~~

	Three Months Ended March 31,
	2021			2020 (As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(20,610	)	$	(176,618	)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization		11,106			32,008
Change in fair value of warrant liabilities		7,151			(6,553	)
Impairment of long-lived assets		-			147,543
Provision for losses on accounts receivable	��	9			9,031
Provision for losses on inventory obsolescence		106			37
Loss on disposal of assets		2,436			4,244
Amortization of discount on debt		1,188			221
Deferred financing costs amortization		270			359
Share-based compensation expense		1,648			2,078
Changes in assets and liabilities:
Accounts receivable		(17,373	)		(19,342	)
Inventory		(218	)		(603	)
Prepaids and other current assets		(7,973	)		945
Accounts payable		10,424			15,825
Accrued liabilities		(3,159	)		(2,702	)
Accrued interest		3,979			(18,032	)
Net cash used in operating activities		(11,016	)		(11,559	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(14,218	)		(35,017	)
Proceeds from sale of property and equipment and insurance proceeds from damaged property and equipment		6,393			14,907
Net cash used in investing activities		(7,825	)		(20,110	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility		21,174			9,476
Repayment of revolving credit facility		(9,000	)		(2,381	)
Proceeds from issuance of long-term debt		3,004			-
Repayments of long-term debt		(1,250	)		(2,500	)
Proceeds from issuance of note payable		9,139			-
Repayments of notes payable		(1,014	)		(2,042	)
Repayments of amounts under equipment financing		(864	)		(1,308	)
Principal payments under capital lease obligation		(34	)		(1,393	)
Proceeds from issuance of common stock, net		10,669			-
Net cash provided by (used in) financing activities		31,824			(148	)
Net increase (decrease) in cash and cash equivalents and restricted cash		12,983			(31,817	)
Cash and cash equivalents and restricted cash, beginning of period		5,262			41,404
Cash and cash equivalents and restricted cash, end of period	$	18,245		$	9,587

~~MATLIN & PARTNERS ACQUISITION CORPORATION~~
~~CONDENSED BALANCE SHEETS~~

September 30, 2017 December 31, 2016
(Unaudited) (Audited)
ASSETS:
Current assets:
Cash $ 853,555 $ 65,620
Prepaid expenses 153,639 -
Deferred offering costs - 154,380
Total current assets 1,007,194 220,000
Investments and cash held in trust account 325,829,443 -
Total assets $ 326,836,637 $ 220,000

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable and accrued expenses $ 187,502 $ -
Due to affiliate 71,034 -
Note payable - 200,000
Total current liabilities 258,536 200,000
Deferred underwriting commissions 10,250,000 -
Total liabilities 10,508,536 200,000

Class A common stock subject to possible redemption; $0.0001 par value; 31,132,810 shares (at redemption value of $10.00 per share) as of September 30, 2017 and none issued or outstanding as of December 31, 2016 311,328,100 -

Stockholders' equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued or outstanding - -
Class A common stock, $0.0001 par value, 90,000,000 shares authorized, 1,367,190 shares issued and outstanding (excluding 31,132,810 shares subject to possible redemption) as of September 30, 2017 and none issued or outstanding as of December 31, 2016 137 -
Class F common stock, $0.0001 par value, 10,000,000 shares authorized, 8,125,000 and 8,625,000 issued and outstanding as of September 30, 2017 and December 31, 2016, respectively 813 863
Additional paid-in-capital 4,621,481 24,137
Retained earnings (accumulated deficit) 377,570 (5,000 )
Total stockholders' equity 5,000,0001 20,000
Total liabilities and stockholders' equity $ 326,836,637 $ 220,000

~~See~~The accompanying notes toare an integral part of these condensed consolidated financial statements.

U.S. WELL SERVICES, INC.

~~MATLIN & PARTNERS ACQUISITION CORPORATION~~
CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~ CASH FLOWS (continued)

(in thousands)

Three Months
Ended September 30,
Nine Months
Ended
September 30,
Period from
March 10, 2016 (inception)
through
September 30,

2017 2016 2017 2016
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues $ - $ - $ - $ -
General and administrative expenses (258,729 ) - (664,662 ) (5,000 )
Loss from operations (258,729 ) - (664,662 ) (5,000 )
Interest income 798,570 - 1,509,443 -
Income before income taxes 539,841 - 844,781 -
Provision for income taxes 254,514 - 462,211 -
Net income (loss) $ 285,327 $ - $ 382,570 $ (5,000 )

Weighted average number of shares outstanding:
Basic⁽¹⁾ 9,520,413 8,625,000 9,285,767 8,134,146
Diluted 40,625,000 8,625,000 32,068,223 8,134,146

Net income (loss) per common share:
Basic $ 0.03 $ (0.00 ) $ 0.04 $ (0.00 )
Diluted $ 0.01 $ (0.00 ) $ 0.01 $ (0.00 )

~~See accompanying notes to condensed financial statements.~~

~~(1)~~

~~This number excludes an aggregate of up to 31,132,810 shares subject to possible redemption on September 30, 2017.~~

(unaudited)

	Three Months Ended March 31,
	2021		2020 (As Restated)
Supplemental cash flow disclosure:
Interest paid	$	578	$	25,121
Non-cash investing and financing activities:
Conversion of Series B preferred stock to Class A common stock		797		-
Deemed and imputed dividends on Series A preferred stock		464		6,972
Accrued Series A preferred stock dividends		1,813		1,751
Accrued Series B preferred stock dividends		711		-
Changes in accrued and unpaid capital expenditures		2,744		11,039
Assets under capital lease obligations		684		-

The accompanying notes are an integral part of these condensed consolidated financial statements.

U.S. WELL SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(in thousands, except share amounts)

(unaudited)

	Class A Common Stock					Class B Common Stock
										Additional
										Paid in			Accumulated			Noncontrolling			Total
	Shares			Amount		Shares		Amount		Capital			Deficit			Interest			Equity
Balance, December 31, 2019 (As Restated)		62,857,624		$	5		5,500,692	$	1	$	225,382		$	(93,091	)	$	10,633		$	142,930
Share-based compensation		-			-		-		-		1,911			-			167			2,078
Tax withholding related to vesting of share-based compensation		(154,253	)		-		-		-		(70	)		-			-			(70	)
Restricted stock forfeitures		(347,714	)		-		-		-					-			-			-
Deemed and imputed dividends on Series A preferred stock		-			-		-		-		(6,972	)		-			-			(6,972	)
Accrued Series A preferred stock dividends		-			-		-		-		(1,751	)		-			-			(1,751	)
Net loss		-			-		-		-		-			(165,818	)		(10,800	)		(176,618	)
Balance, March 31, 2020 (As Restated)		62,355,657		$	5		5,500,692	$	1	$	218,500		$	(258,909	)	$	-		$	(40,403	)

	Class A Common Stock					Class B Common Stock
											Additional
											Paid in			Accumulated			Noncontrolling			Total
	Shares			Amount		Shares			Amount		Capital			Deficit			Interest			Equity
Balance, December 31, 2020 (As Restated)		72,515,342		$	7		2,302,936		$	-	$	217,212		$	(322,431	)	$	-		$	(105,212	)
Class A common stock issuance		12,624,657			1		-			-		10,350			-			-			10,351
Conversion of Class B common stock to Class A common stock		2,302,936			-		(2,302,936	)		-		-			-			-			-
Conversion of Series B preferred stock to Class A common stock		2,745,778			1		-			-		797			-			-			798
Share-based compensation		-			-		-			-		1,519			-			44			1,563
Tax withholding related to vesting of share-based compensation		(103,697	)		-		-			-		(150	)		-			-			(150	)
Restricted stock forfeitures		(16,660	)		-		-			-		-			-			-			-
Deemed and imputed dividends on Series A preferred stock		-			-		-			-		(464	)		-			-			(464	)
Accrued Series A preferred stock dividends		-			-		-			-		(1,813	)		-			-			(1,813	)
Accrued Series B preferred stock dividends		-			-		-			-		(711	)		-			-			(711	)
Net loss		-			-		-			-		-			(20,566	)		(44	)		(20,610	)
Balance, March 31, 2021		90,068,356		$	9		-		$	-	$	226,740		$	(342,997	)	$	-		$	(116,248	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~MATLIN & PARTNERS ACQUISITION CORPORATION~~
~~CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY~~
~~Nine Months Ended September 30, 2017~~

~~(Unaudited)~~

Class A Common Stock Class F Common Stock
Additional
Paid-in
Retained
Earnings
(Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit) Equity
Balance at December 31, 2016 - $ - 8,625,000 $ 863 $ 24,137 $ (5,000 ) $ 20,000
Sale of Class A common stock to public 32,500,000 3,250 - - 324,996,750 - 325,000,000
Forfeiture of Class F common stock to Sponsor - - (500,000 ) (50 ) 50 - -
Sale of 15,500,000 Private Placement Warrants - - - - 7,750,000 - 7,750,000
Offering costs - - - - (16,824,469 ) - (16,824,469 )
Class A common stock subject to possible redemption (31,132,810 ) (3,113 ) - - (311,324,987 ) - (311,328,100 )
Net income - - - - - 382,570 382,570
Balance at September 30, 2017 1,367,190 $ 137 8,125,000 $ 813 $ 4,621,481 $ 377,570 $ 5,000,001

~~See accompanying notes to condensed financial statements.~~

U.S. WELL SERVICES, INC.

~~MATLIN & PARTNERS ACQUISITION CORPORATION~~
~~CONDENSED STATEMENTS OF CASH FLOWS~~

Nine Months Ended Period from
March 10, 2016 (inception)
through

September 30,
2017
September 30,
2016
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net income (loss) $ 382,570 $ (5,000 )
Changes in prepaid expenses (153,639 ) -
Changes in accounts payable and accrued expenses 187,502 5,000
Changes in due to affiliate 71,034 -
Interest earned in Trust Account (1,509,443 ) -
Net cash used in operating activities (1,021,976 ) -

Cash flows from investing activities:
Cash deposited in Trust Account (325,000,000 ) -
Interest income released from Trust Account for taxes 680,000 -
Net cash used in investing activities (324,320,000 ) -

Cash flows from financing activities:
Proceeds from sale of Class A common stock to public 325,000,000 -
Proceeds from sale of Class F common stock to the Sponsor - 25,000
Proceeds from sale of Private Placement Warrants 7,750,000 -
Note payable borrowings and advance 75,000 200,000
Note payable payment (275,000 ) -
Payment of offering costs (6,420,089 ) (151,750 )
Net cash provided by financing activities 326,129,911 73,250

Increase in cash 787,935 73,250
Cash at beginning of period 65,620 -
Cash at end of period $ 853,555 $ 73,250

Supplemental disclosure of non-cash financing activities:
Deferred underwriting commissions $ 10,250,000 $ -

~~See accompanying notes to condensed financial statements.~~

~~MATLIN & PARTNERS ACQUISITION CORPORATION~~
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(unaudited)

~~Note~~NOTE 1 ~~— Description of Organization and Business Operations~~– DESCRIPTION OF BUSINESS

~~Organization and General~~

U.S. Well Services, Inc. (the “Company,” “we,” “us” or “our”), f/k/a Matlin & Partners Acquisition ~~Corporation (the “we”, “us”, “our” or “Company”~~Corp (“MPAC”), ~~was incorporated as~~is a ~~blank check~~Houston, Texas-based technology-focused oilfield service company focused on hydraulic fracturing for oil and natural gas exploration and production (“E&P”) companies in ~~Delaware on March 10, 2016.~~the United States. The ~~Company was formed~~process of hydraulic fracturing involves pumping a pressurized stream of fracturing fluid—typically a mixture of water, chemicals, and proppant—into a well casing or tubing to cause the underground mineral formation to fracture or crack. Fractures release trapped hydrocarbon particles and provide a conductive channel for the ~~purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization~~oil or ~~other similar business combination with one~~natural gas to flow freely to the wellbore for collection. The propping agent or ~~more operating businesses or assets that the Company has not yet identified (the “Initial Business Combination”).~~

From March 10, 2016 (inception) through March 15, 2017, the Company’s efforts were limited to organizational activities and activities relating to its initial public offering (“Public Offering”) described below, and since the Public Offering, the search for a target business with which to consummate an Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating incomeproppant becomes lodged in the ~~form~~cracks created by the hydraulic fracturing process, “propping” them open to facilitate the flow of ~~interest income on cash~~hydrocarbons from the ~~proceeds derived from~~reservoir to the ~~Public Offering and investment securities purchased with such proceeds.~~

~~Sponsor and Financing~~well.

The Company’s ~~sponsor is MP Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”).~~fleets consist of mobile hydraulic fracturing units and other auxiliary heavy equipment to perform fracturing services. The ~~registration statement~~Company has two designs for hydraulic fracturing units: (1) Conventional Fleets, which are powered by diesel fuel and utilize traditional internal combustion engines, transmissions, and radiators and (2) Clean Fleet^®, which replaces the ~~Company’s Public Offering was declared effective~~traditional engines, transmissions, and radiators with electric motors powered by ~~the United States Securities and Exchange Commission (the “SEC”)~~electricity generated by natural gas-fueled turbine generators. Both designs utilize high-pressure hydraulic fracturing pumps mounted on ~~March 9, 2017. On March 15, 2017, the~~trailers. The Company ~~consummated the Public Offering of 32,500,000 units (“Units” and, with respect~~refers to the ~~Class A common stock included in the Units being offered, the “Public Shares”), which includes~~group of pump trailers and other equipment necessary to perform a partial exercise by Cantor Fitzgerald & Co., the sole underwriter for the Public Offering (the “Underwriter”) of its over-allotment option in the amount of 2,500,000 Units at $10.00 per Unit, generating gross proceeds of $325,000,000, which is described in Note 3.

~~Simultaneously with the closing of the Public Offering~~typical fracturing job as a “fleet” and the sale of the Units, the Company consummated a private placement (“Private Placement”) of an aggregate of 15,500,000 warrants (“Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant,personnel assigned to ~~the Sponsor and the Underwriter, generating gross proceeds of $7,750,000, which is described in Note 4.~~

Transaction costs amounted to $16,824,469, consisting of $6,000,000 of underwriting fees, $10,250,000 of deferred underwriting commissions (which are held in the Trust Account (defined below)) and $574,469 of Public Offering costs. As described in Note 7, the $10,250,000 of deferred underwriting commissions are contingent upon the consummation of an Initial Business Combination by March 15, 2019.

~~The Trust Account~~

Following the closing of the Public Offering on March 15, 2017, an amount of $325,000,000 from the net proceeds of the Public Offering and the Private Placement was placed in a trust account (“Trust Account”). The proceeds held in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of the Initial Business Combination, or (ii) the distribution of the Trust Account, as described below, if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Public Offering (the “Combination Period”) or upon any earlier liquidation of the Company. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of its Public Shares if it does not complete the Initial Business Combination within the Combination Period; and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

~~Initial Business Combination~~

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds are intended to be applied generally toward consummating the Initial Business Combination. Nasdaq Capital Market (“NASDAQ”) rules provide that the Company’s Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of a definitive agreement in connection with the Initial Business Combination. There is no assurance that the Company will be able to successfully affect an Initial Business Combination.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company will proceed with an Initial Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding shares voted are voted in favor of the Initial Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with an Initial Business Combination, the Company’s directors, officers and the Sponsor have agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares they may acquire during or after this offering in favor of approving an Initial Business Combination.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

The Company will also provide its stockholders with the opportunity to redeem all or a portion of their Public Shares in connection with any stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of Public Shares if it does not complete a Business Combination within the Combination Period. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights with respect to the Company’s Warrants (as defined in Note 3) in connection with such a stockholder vote to approve such an amendment to the Company’s Amended and Restated Certificate of Incorporation. Notwithstanding the foregoing, the Company may not redeem shares in an amount that would cause its net tangible assets to be less than $5,000,001.

Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each ~~case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.~~

The Company’s directors and officers and the Sponsor have agreed (i) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the Initial Business Combination, and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Initial Business Combination within the Combination Period). The Underwriter also agreed to waive its rights to deferred underwriting commissions held in the Trust Account in the event the Company does not consummate the Initial Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company seeks to have all vendors, service providers, prospective target businesses or other entities it engages execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.

Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its Initial Business Combination and it does not conduct redemptions in connection with its Initial Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert orfleet as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended, or the Exchange Act), will be restricted from redeeming its shares with respect to an aggregate of 20% or more of the shares sold in the Public Offering. However, there is no restriction on the Company’s stockholders’ ability to vote all of their shares for or against an Initial Business Combination.“crew”.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

~~Note 2 — Summary of Significant Accounting Policies~~

Basis of Presentation

The accompanying unaudited ~~interim~~ condensed consolidated financial statements ~~of the Company are presented in U.S. dollars in conformity with~~were prepared using generally accepted accounting principles ~~generally accepted~~ in the United States of America (“GAAP”) for interim financial information and ~~pursuant~~the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the ~~accounting and disclosure rules and regulations of~~annual financial statements included in the Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020 (the “Amended Annual Report”), filed with the Securities and Exchange Commission (“SEC”), on May 17, 2021.

The accompanying unaudited condensed consolidated financial statements and ~~reflect~~accompanying notes present the consolidated financial position, results of operations, cash flows, and stockholders’ deficit of the Company as of March 31, 2021 and December 31, 2020, and for the three months ended March 31, 2021 and 2020. The interim data includes all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the ~~financial position as of September 30, 2017 and~~results for the interim periods. The results of operations ~~and cash flows~~ for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim resultsthree months ended March 31, 2021 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2021.

Restatement of Previously Issued Financial Statements

On April 12, 2021, the Staff of the SEC (the “SEC Staff”) issued a ~~full year.~~public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities of the entity measured at fair value, with changes in fair value each reporting period in earnings as opposed to being treated as equity.

As a result of the SEC Staff Statement and in light of evolving views as to certain provisions commonly included in warrants issued by SPACs, we re-evaluated the accounting for our warrants (as described in “Note 8 – Warrant Liabilities” and “Note 11 – Mezzanine Equity”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. The ~~unaudited interim condensed~~Company historically accounted for the warrants as equity based on the initial evaluations of the accounting treatment for the warrants and believed its positions to be appropriate at those times. As a result of the SEC Staff Statement, the Company determined that the warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s consolidated statements of operations each reporting period. Accordingly, the Company filed an Amended Annual Report to amend and restate its previously issued consolidated financial statements ~~should be read in conjunction with~~as of and for the ~~audited~~years ended December 31, 2020, 2019 and 2018, and for the interim periods within the years ended

December 31, 2020 and 2019. Accordingly, this Quarterly Report on Form 10–Q contains our restated consolidated financial statements and ~~notes thereto~~related disclosures as of December 31, 2020 and for the three months ended March 31, 2020.

Please see “Explanatory Note” and Note 2 to the Notes to the Consolidated Financial Statements included in ~~the final prospectus filed by the Company with the SEC dated March 9, 2017 and with the audited balance sheet included in the Form 8-K filed by the Company with the SEC on March 21, 2017.~~

~~Emerging Growth Company~~

~~The Company is an “emerging growth company,” as defined in Section 2(a)~~Part II, Item 8 of the ~~Securities Act~~Amended Annual Report for additional information about the restatement.

Principles of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.Consolidation

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’scondensed consolidated financial statements ~~with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using~~comprise the ~~extended transition period difficult or impossible because of the potential differences in accounting standards used.~~

~~Net Income Per Common Share~~

Net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At September 30, 2017, the Company had outstanding warrants to purchase 24,000,000 shares of common stock. These shares were excluded from the calculation of diluted income (loss) per common share because their inclusion would have been antidilutive. An aggregate of 31,132,810 shares of Class A common stock subject to possible redemption at September 30, 2017 have been excluded from the calculation of basic income (loss) per common share since such shares, if redeemed, only participate in their pro rata share of earnings from the Trust Account. Due to a loss during the period ended September 30, 2016, diluted loss per common share is the same as basic loss per common share. At September 30, 2016, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earningsfinancial statements of the Company ~~under~~and its wholly owned subsidiaries. Subsidiaries are fully consolidated from the ~~treasury stock method.~~

~~Concentration~~date of ~~Credit Risk~~

~~Financial instruments that potentially subject~~acquisition, being the date on which the Company obtains control, and continue to ~~concentration of credit risk consist of cash accounts in a~~be consolidated until the date when such control ceases. The financial institution, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Financial Instruments~~

~~The fair value~~statements of the ~~Company’s assets~~subsidiaries are prepared for the same reporting period as the Company. All significant intercompany balances and ~~liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.~~transactions are eliminated upon consolidation.

Use of Estimates

The preparation of ~~the balance sheets~~financial statements in conformity with GAAP requires ~~the Company’s~~ management to make estimates and assumptions that affect the amounts reported ~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of~~in the financial statements and accompanying notes. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Significant estimates included in these financial statements primarily relate to allowance for doubtful accounts, allowance for inventory obsolescence, estimated useful lives and valuation of property and equipment and intangible assets, impairment assessments of goodwill and long-lived assets, Level 2 inputs used in fair value estimation of warrant liabilities, term loans, and the ~~reported amounts~~assumptions used in our Black-Scholes and Monte Carlo option pricing models associated with the valuation of ~~expenses during the reporting period.~~warrant liabilities, share-based compensation and certain equity instruments. Actual results could differ from those estimates.

Restricted Cash

Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements, or are reserved for a specific purpose, and not readily available for immediate or general use are recorded in restricted cash in our condensed consolidated balance sheets. The restricted cash in our condensed consolidated balance sheet represents cash transferred into a trust account to support our workers’ compensation obligations and cash held for use in approved capital expenditures amounting to $513 and $6, respectively, as of March 31, 2021, and $513 and $1,056, respectively, as of December 31, 2020.

~~Offering Costs~~

The following table provides a reconciliation of the amount of cash and cash equivalents reported on the condensed consolidated balance sheets to the total of cash and cash equivalents and restricted cash shown on the condensed consolidated statements of cash flows (in thousands):

	March 31, 2021		December 31, 2020
Cash and cash equivalents	$	17,726	$	3,693
Restricted cash		519		1,569
Cash and cash equivalents and restricted cash	$	18,245	$	5,262

Inventory

Inventory consists of proppant, chemicals, and other consumable materials and supplies used in our high-pressure hydraulic fracturing operations. Inventories are stated at the lower of cost or net realizable value. Cost is determined principally on a first-in-first-out cost basis. All inventories are purchased for use by the Company in the delivery of its services with no inventory being sold separately to outside parties. Inventory quantities on hand are reviewed regularly and write-downs for obsolete inventory are recorded based on our forecast of the inventory item demand in the near future. As of March 31, 2021 and December 31, 2020, the Company had established inventory reserves of $0.4 million and $0.3 million, respectively, for obsolete and slow-moving inventory.

Property and Equipment

Property and equipment are carried at cost, with depreciation provided on a straight-line basis over their estimated useful lives. Expenditures for renewals and betterments that extend the lives of the assets are capitalized. Amounts spent for maintenance and repairs, which do not improve or extend the life of the related asset, are charged to expense as incurred.

The Company ~~complies~~separately identifies and accounts for certain critical components of its hydraulic fracturing units including the engine, transmission, and pump, which requires us to separately estimate the useful lives of these components. For our other service equipment, we do not separately identify and track depreciation of specific original components. When we replace components of these assets, we typically estimate the net book values of the components that are retired, which are based primarily upon their replacement costs, their ages and their original estimated useful lives.

In the first quarter of 2020, our review of impairment of long-lived assets necessitated a review of the useful lives of our property and equipment. Current trends in hydraulic fracturing equipment operating conditions, such as increasing treating pressures and higher pumping rates, along with the ~~requirements~~increase in daily pumping time are shortening the useful life of ~~FASB~~certain critical components we use. We determined that the average useful life of fluid ends and fuel injectors is now less than one year, resulting in our determination that costs associated with the replacement of these components will no longer be capitalized, but instead expensed as they are used in operations. This change in accounting estimate was made effective in March 2020 and accounted for prospectively.

Goodwill

Goodwill is not amortized, but is reviewed for impairment annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgements regarding indicators of potential impairment are based on market conditions and operational performance of the business.

As of December 31 of each year, or as required, the Company performs an impairment analysis of goodwill. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that a reporting unit’s carrying value is greater than its fair value, and if such conditions are identified, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to perform a single step quantitative analysis in which the carrying amount of the reporting unit is compared to its fair value, which the Company estimates using a guideline public company method, a form of the market approach. The guideline public company method utilizes the trading multiples of similarly traded public companies as they relate to the Company’s operating metrics. An impairment charge would be recognized for the amount by which the carrying amount of the reporting unit exceeds the reporting unit’s fair value, and only limited to the total amount of goodwill allocated to the reporting unit.

Warrant Liabilities

The Company evaluates all its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity and ASC ~~340-10-S99-1~~815-15, Derivatives and ~~SEC Staff Accounting Bulletin Topic 5A — “Expenses~~Hedging—Embedded Derivatives. The classification of ~~Offering.” Offering costs were $16,824,469 (including an underwriting fee of $6,000,000~~derivative instruments, including whether such instruments should be recorded as liabilities or equity is evaluated pursuant to ASC 815-40,Derivatives and ~~deferred underwriting commissions of $10,250,000), consisting principally of costs incurred~~Hedging—Contracts in Entity’s Own Equity.

The Company issued public warrants and private placement warrants (collectively, the “public and private placement warrants”) in connection with ~~formation and preparation for~~its initial public offering in November 2018. Additionally, the ~~Public Offering. These offering costs were charged~~Company issued warrants to ~~additional paid~~certain institutional investors in ~~capital upon closing of the Public Offering on March 15, 2017.~~

~~Redeemable Class A Common Stock~~

As discussed in Note 1, all of the 32,500,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature which allows for the redemption of Class A common stock underconnection with the Company’s ~~Liquidation or Tender Offer/Stockholder Approval provisions. In accordance~~private placement of Series A Preferred Stock on May 24, 2019 (“Series A warrants,” and together with ~~FASB ASC 480, redemption provisions not solely within~~ the ~~control of~~public and private placement warrants, the ~~Company require~~“warrants”). All our outstanding warrants are recognized as liabilities. Accordingly, we recognize the ~~security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption~~warrant instruments as liabilities at fair value upon issuance and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

~~The Company recognizes changes in redemption value immediately as they occur and will~~ adjust the ~~carrying value of the security~~instruments to ~~equal the redemption~~fair value at the end of each reporting period. ~~Increases~~Any change in fair value is recognized in our condensed consolidated statements of operations. The public warrants are valued using their quoted market price since they are publicly traded and thus had an observable market price. The private placement warrants are valued using a Monte Carlo simulation model. The Series A warrants are valued using the Black-Scholes option pricing model.

Fair Value of Financial Instruments

Fair value is defined under ASC 820, Fair Value Measurement, as the price that would be received to sell an asset or ~~decreases~~paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels are defined as follows:

Level 1–inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2–inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3–inputs are unobservable for the asset or liability.

The following is a summary of the carrying ~~amount~~amounts and estimated fair values of ~~redeemable Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at September 30, 2017, 31,132,810~~our financial instruments as of March 31, 2021 and December 31, 2020:

Senior Secured Term Loan. The fair value of the ~~32,500,000 shares~~Senior Secured Term Loan is $196.9 million and $198.0 million as of ~~Class A common stock included in the Units were classified outside of permanent equity at its redemption value. There were no shares of Class A common stock outstanding at~~March 31, 2021 and December 31, ~~2016.~~2020, respectively.

Equipment financing. The carrying value of the equipment financing approximates fair value as its terms are consistent with and comparable to current market rates as of March 31, 2021 and December 31, 2020, respectively.

See “Note 8 – Warrant Liabilities” for fair value measurements associated with the Company’s warrants.

~~Income Taxes~~Revenue Recognition

The Company recognizes revenue based on the customer’s ability to benefit from the services rendered in an amount that reflects the consideration expected to be received in exchange for those services.

The Company’s performance obligations are satisfied over time, typically measured by the number of stages completed or the number of pumping days a fleet is available to pump for a customer in a month. All revenue is recognized when a contract with a customer exists, collectability of amounts subject to invoice is probable, the performance obligations under the contract have been satisfied over time, and the amount to which the Company has the right to invoice has been determined. A portion of the Company’s contracts contain variable consideration; however, this variable consideration is typically unknown at the time of contract inception, and is not known until the job is complete, at which time the variability is resolved.

The Company ~~follows~~has elected to use the “as invoiced” practical expedient to recognize revenue based upon the amount it has a right to invoice upon the completion of each performance obligation per the terms of the contract.

Accounts Receivable

Accounts receivable are recorded at their outstanding balances adjusted for an allowance for doubtful accounts. The allowance for doubtful accounts is determined by analyzing the payment history and credit worthiness of each customer. Receivable balances are charged off when they are considered uncollectible by management. Recoveries of receivables previously charged off are recorded as income when received. During the three months ended March 31, 2021, the Company wrote-off accounts receivable amounting to $12.0 million, which was previously reserved for in full as of December 31, 2020. See “Note 17 – Subsequent Events” for more information.

Major Customer and Concentration of Credit Risk

The concentration of our customers in the oil and natural gas industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables.

The following table shows the percentage of revenues from our significant customers:

	Three Months Ended March 31,
	2021	2020
Customer A	*	23.6%
Customer B	13.0%	13.9%
Customer C	12.6%	13.8%
Customer D	*	12.7%
Customer E	16.6%	*
Customer F	20.3%	*
Customer H	18.5%	*

An asterisk indicates that revenue is less than 10 percent.

The following table shows the percentage of trade receivables from our significant customers:

	March 31, 2021	December 31, 2020
Customer B	10.7%	32.2%
Customer C	*	17.0%
Customer E	20.9%	*
Customer F	15.8%	12.7%
Customer G	*	12.5%
Customer H	21.0%	13.5%

An asterisk indicates that trade receivable is less than 10 percent

Income Taxes

The Company under ASC 740, Accounting for Income Taxes, uses the asset and liability method of accounting for income taxes, under ~~FASB ASC 740, “Income Taxes.” Deferred~~which deferred tax assets and liabilities are recognized for the ~~estimated~~ future tax consequences ~~attributable to~~of (i) temporary differences between the financial ~~statements~~statement carrying amounts and the tax bases of existing assets and liabilities and ~~their respective~~(ii) operating loss and tax ~~bases.~~credit carryforwards. Deferred income tax assets and liabilities are ~~measured using~~based on enacted tax rates ~~expected~~applicable to ~~apply to taxable income in~~ the ~~years in which~~future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities ~~of a change in tax rates~~ is recognized in income in the period ~~that included~~ the ~~enactment date. Valuation allowances are established, when necessary, to reduce~~rate change is enacted. A valuation allowance is provided for deferred tax assets towhen it is more likely than not the ~~amount expected to~~deferred tax assets will not be realized.

~~FASB~~ ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be ~~more likely than not~~more-likely-than-not to be sustained upon examination by taxing authorities. ~~There were no unrecognized tax benefits as of September 30, 2017.~~ The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. NoNaN amounts were accrued for the payment of interest and penalties at ~~September 30, 2017.~~March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. ~~At September 30, 2017 and December 31, 2016, the Company had no material deferred tax assets.~~

~~Marketable Securities Held~~NOTE 3 – ACCOUNTING STANDARDS

Except as discussed below, there have been no recent accounting pronouncements or changes in ~~Trust Account~~

~~The amounts held~~accounting pronouncements during the three months ended March 31, 2021, as compared to the recent accounting pronouncements described in the ~~Trust Account represent proceeds from~~Amended Annual Report, that are of significance, or potential significance to the ~~Public Offering~~Company.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, requiring a customer in a cloud computing arrangement that is a service contract to follow the guidance in ASC 350-40 in determining the requirements for capitalizing implementation costs incurred to develop or obtain internal-use-software. The new guidance will be effective for emerging growth companies for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2018-15 on January 1,

2021, and the ~~Private Placement~~adoption of $325,000,000 which were invested in a money market instrument that invests in United States treasury obligations with original maturities of six months or less and can only be used by the Company in connection with the consummation of an Initial Business Combination.

~~Recent Accounting Pronouncements~~

~~Management does~~this standard did not ~~believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would~~ have a material ~~effect~~impact on the Company’s consolidated financial statements.

NOTE 4 – PREPAIDS AND OTHER CURRENT ASSETS

~~Note 3 — Public Offering~~Prepaids and other current assets consisted of the following (in thousands):

	March 31, 2021		December 31, 2020
Prepaid insurance	$	10,945	$	3,162
Recoverable costs from insurance		-		4,635
Income tax receivable		1,567		1,567
Other current assets		1,536		1,343
Total prepaid expenses and other current assets	$	14,048	$	10,707

During the three months ended March 31, 2021, the Company prepaid $10.1 million in insurance premiums related to renewals of various insurance policies.

~~Pursuant~~The recoverable costs from insurance amounting to $4.6 million recorded as of December 31, 2020 was collected in full during the ~~Public Offering,~~three months ended March 31, 2021.

NOTE 5 – INTANGIBLE ASSETS

A summary of intangible assets consisted of the following (in thousands):

	Estimated Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Net Book Value
As of March 31, 2021
Trademarks	10	$	1,415	$	208	$	1,207
Patents	20		12,775		757		12,018
		$	14,190	$	965	$	13,225
As of December 31, 2020
Trademarks	10	$	1,415	$	156	$	1,259
Patents	20		12,775		568		12,207
		$	14,190	$	724	$	13,466

The intangible assets are amortized over the period the Company ~~sold 32,500,000 Units, including a partial exercise~~expects to receive the related economic benefit. Amortization expense related to amortizable intangible assets for the three months ended March 31, 2021 and 2020 was $0.2 million and $0.4 million, respectively, and was included as part of depreciation and amortization in the condensed consolidated statements of operations.

As of March 31, 2021, the estimated amortization expense for future periods is as follows (in thousands):

Fiscal Year	Estimated Amortization Expense
Remainder of 2021	$	725
2022		966
2023		966
2024		966
2025		966
Thereafter		8,636
Total	$	13,225

NOTE 6 – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the ~~Underwriter’s over-allotment option of 2,500,000 Units. The Units were sold at an offering price of $10 per Unit, generating gross proceeds of $325,000,000. As a result~~following (in thousands):

	Estimated Useful Life (in years)	March 31, 2021			December 31, 2020
Fracturing equipment	1.5 to 25	$	267,690		$	263,869
Light duty vehicles	5		3,491			2,483
Furniture and fixtures	5		67			67
IT equipment	3		1,723			1,676
Auxiliary equipment	2 to 20		12,495			11,058
Leasehold improvements	Term of lease		287			287
			285,753			279,440
Less: Accumulated depreciation and amortization			(52,251	)		(44,108	)
Property and equipment, net		$	233,502		$	235,332

Depreciation and amortization expense related to property and equipment for the three months ended March 31, 2021 and 2020 was $10.9 million and $31.6 million, respectively.

NOTE 7 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the ~~Underwriter’s partial exercise of the over-allotment option, the Sponsor forfeited 500,000 shares of Class F common stock (see Note 4).~~following (in thousands):

	March 31, 2021		December 31, 2020
Accrued payroll and benefits	$	6,034	$	7,208
Accrued taxes		3,075		5,380
Accrued interest		506		317
Other current liabilities		2,374		1,876
Accrued expenses and other current liabilities	$	11,989	$	14,781

~~Each Unit consists~~

NOTE 8 – WARRANT LIABILITIES

Warrants

As of ~~one share~~March 31, 2021, a total of ~~the Company’s Class A common stock, $0.0001 par value per share,~~19,167,417 public warrants and ~~one warrant (“Warrant”). Each Warrant entitles the holder to purchase one-half~~private placement warrants were outstanding, and exercisable for an aggregate of ~~one share~~9,583,709 shares of Class A common stock. In addition, as of March 31, 2021, 5,288,885 Series A warrants were outstanding pursuant to the Series A preferred stock purchase agreement, and exercisable for 5,288,885 shares of Class A common stock.

Fair Value Measurement

The Company’s warrants are accounted for as liabilities measured at anfair value upon issuance, with subsequent changes in fair value reported in the Company’s condensed consolidated statements of operations each reporting period.

The following tables present the Company's fair value hierarchy for liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands):

	Quoted prices in active markets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)		Total
As of March 31, 2021
Public warrants	$	1,799	$	-	$	-	$	1,799
Private placement warrants		-		1,825		-		1,825
Series A warrants		-		5,151		-		5,151
	$	1,799	$	6,976	$	-	$	8,775
As of December 31, 2020
Public warrants	$	254	$	-	$	-	$	254
Private placement warrants		-		248		-		248
Series A warrants		-		1,117		-		1,117
	$	254	$	1,365	$	-	$	1,619

Public warrants. The fair value of the public warrants are classified as Level 1 in the fair value hierarchy and valued using quoted market prices, as they are traded in active markets.

Private placement warrants. The fair value of the private placement warrants are classified as a Level 2 in the fair value hierarchy and determined using a Monte Carlo simulation model. As of March 31, 2021, the valuation for the private placement warrants used the following assumptions: exercise price of $5.75 per half share ($11.50 ~~per whole share)~~for full share equivalent), stock price of $1.04, expected remaining life of 2.61 years, volatility rate of 142.8%, risk-free interest rate of 0.3% and dividend rate of 0%.

Series A warrants. ~~Each Warrant will become exercisable on~~The fair value of the ~~later~~Series A warrants are classified as a Level 2 in the fair value hierarchy and determined using the Black-Scholes valuation method. As of ~~30 days after~~March 31, 2021, the ~~completion~~valuation for the Series A warrants used the following assumptions: exercise price of $7.66, expected remaining term of 4.7 years, volatility rate of 142.8%, risk-free interest rate of 0.8% and expected dividend rate of 0%.

The following table summarizes the activities, including changes in fair values of the Company’s ~~Initial Business Combination or 12~~warrant liabilities for the three months ~~from~~ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended March 31,
	2021		2020
Balance at beginning of period	$	1,619	$	8,147
Change in fair value of warrant liabilities		7,151		(6,553	)
Amortization of warrant issuance costs		5		5
Balance at end of period	$	8,775	$	1,599

NOTE 9 – NOTES PAYABLE

During the ~~closing~~three months ended March 31, 2021,

the Company entered into various insurance premium finance agreements amounting to $9.1 million, payable in equal monthly installments at a weighted average interest rate of 5.4%. These premium finance agreements are due within one year and are recorded as notes payable under current liabilities in the condensed consolidated balance sheets.

NOTE 10 – DEBT

Long-term debt consisted of the ~~Public Offering~~following (in thousands):

	March 31, 2021			December 31, 2020
Senior Secured Term Loan	$	245,000		$	246,250
ABL Credit Facility		35,884			23,710
PPP Loan		10,000			10,000
USDA Loan		25,000			21,996
Equipment financing		12,002			12,866
Capital leases		879			229
Total debt principal balance		328,765			315,051
Unamortized discount on debt and debt issuance costs		(12,381	)		(17,576	)
Current maturities		(13,782	)		(13,573	)
Net Long-term debt	$	302,602		$	283,902

ABL Credit Facility

TheABL Credit Facility is subject to a borrowing base which is calculated based on a formula referencing the Company’s eligible accounts receivables. As of March 31, 2021, the borrowing base was $50.0 million and ~~will expire five years after~~ the ~~completion~~outstanding revolver loan balance was $35.9 million, classified as long-term debt in the condensed consolidated balance sheets.

USDA Loan

In November 2020, we entered into a Business Loan Agreement (the “USDA Loan”) with a commercial bank pursuant to the United States Department of Agriculture, Business & Industry Coronavirus Aid, Relief, and Economic Security Act Guaranteed Loan Program, in the aggregate principal amount of up to $25.0 million for the purpose of providing long-term financing for eligible working capital. Interest payments are due monthly at the interest rate of 5.75% per annum beginning on December 12, 2020 but principal payments are not required until December 12, 2023. During the fourth quarter of 2020, we received proceeds amounting to $22.0 million under the USDA Loan. In January 2021, we received the remaining proceeds amounting to $3.0 million.

Payments of Debt Obligations due by Period

Presented in the following table is a schedule of the ~~Company’s Initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding warrants~~ repayment requirements of long-term debt as of March 31, 2021 (in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s Class A common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the Warrant holders.thousands):

	Principal Amount
	of Long-term Debt
Remainder of 2021	$	11,572
2022		10,186
2023		9,408
2024		9,940
2025		269,081
Thereafter		18,578
Total	$	328,765

NOTE 11 – MEZZANINE EQUITY

~~Note 4 — Related Party Transactions~~

~~Private Placement Warrants~~

Simultaneously with the Public Offering, the Sponsor and the Underwriter purchased an aggregate of 15,500,000 Private Placement Warrants (14,500,000 Private Placement Warrants by the Sponsor and 1,000,000 Private Placement Warrants by the Underwriter) at a price of $0.50 per Private Placement Warrant, generating total proceeds of $7,750,000. Each Private Placement Warrant is exercisable for one-half of one share of the Company’s ClassSeries A common stock at a price of $5.75 per half share ($11.50 per whole share). A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Initial Business Combination such that at the closing of the Public Offering $325 million was held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, then the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants issued to the Sponsor and the Underwriter will expire worthless.Redeemable Convertible Preferred Stock

The ~~Private Placement Warrants are not transferrable, assignable or salable until 30 days after~~following table summarizes the ~~completion of~~Company’s Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (“Series A preferred stock”) activities for the ~~Initial Business Combination and~~three months ended March 31, 2021 (in thousands, except share amounts):

	Shares		Amount
Series A preferred stock as of December 31, 2020 (As Restated)		50,000	$	50,975
Deemed and imputed dividends on Series A preferred stock		-		464
Accrued Series A preferred stock dividends		-		1,813
Series A preferred stock as of March 31, 2021		50,000	$	53,252

During the Private Placement Warrants are non-redeemable so long as they are held by the Sponsor, the Underwriter or their permitted transferees. The Private Placement Warrants may be exercised for cash or on a cashless basis. If the Private Placement Warrants are held by someone other than the Sponsor, the Underwriter or their permitted transferees, the Private Placement Warrants will be redeemable bythree months ended March 31, 2021, the Company ~~and exercisable by holders on the same basis as the Warrants underlying the Units~~ issued in the Public Offering. In addition, for as long as the Private Placement Warrants are held by the Sponsor or the Underwriter or its designees or affiliates, they may not be exercised after March 9, 2022. Otherwise, the Private Placement Warrants have terms and provisions that are identical444,444 additional warrants to the ~~Warrants underlying~~purchasers of Series A preferred stock in accordance with the ~~Units issued in the Public Offering including as to exercise price, exercisability and exercise period.~~Series A preferred stock purchase agreement.

~~Founder Shares~~

OnAs of March 31, ~~2016, the Sponsor purchased 7,187,500~~2021, 50,000 shares ~~(the “Founder Shares”)~~ of ~~the Company’s Class F common~~Series A preferred stock ~~$0.0001 par value, for $25,000 or $0.004 per share. In May 2016, the Company effectuated a 1.2-for-1 stock split in the form of a dividend, resulting in an aggregate of 8,625,000 Founder Shares~~were outstanding including an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriter’s over-allotment was not exercised in full, so that the Sponsor would collectively own 20% of the Company’s issued and ~~outstanding shares after the Public Offering. As a result of the Underwriter’s election to~~exercise its over-allotment option to purchase 2,500,000 Units on March 15, 2017 and waiver of the remainder of its over-allotment option, 625,000 Founder Shares were no longer subject to forfeiture and 500,000 Founder Shares were forfeited.~~As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the~~convertible into 9,329,921 shares of Class A common stock, ~~issuable upon conversion thereof. The Founder Shares are identical~~and dividends accrued and outstanding with respect to the ~~Class~~Series A ~~common~~preferred stock ~~included~~were $12.2 million and reflected in the ~~Units sold~~ carrying value of Series A preferred stock.

Series B Redeemable Convertible Preferred Stock

The following table summarizes the Company’s Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (“Series B preferred stock”) activities for the three months ended March 31, 2021 (in ~~the Public Offering~~thousands, except ~~that the Founder Shares automatically convert~~share amounts):

	Shares			Amount
Series B preferred stock as of December 31, 2020		22,050		$	22,686
Conversion of Series B preferred stock to Class A common stock		(762	)		(797	)
Accrued Series B preferred stock dividends		-			711
Series B preferred stock as of March 31, 2021		21,288		$	22,600

In February 2021, 762 shares of Series B preferred stock and related accrued dividends were converted into 2,745,778 shares of Class A common stock atpursuant to the ~~time~~certificate of designations authorizing and establishing the rights, preferences, and privileges of the ~~Company’s Initial Business Combination and are subject to certain transfer restrictions, as described~~Series B preferred stock. Accordingly, the Company recorded a reduction of $0.8 million in ~~more detail below.Holders~~the carrying value of the ~~Class F common~~Series B preferred stock.

As of March 31, 2021, 21,288 shares of Series B preferred stock were outstanding and ~~holders~~convertible into 77,965,385 shares of ~~the~~ Class A common stock, ~~will vote together as a single class on all matters submitted~~and dividends accrued and outstanding with respect to ~~a vote~~the Series B preferred stock was $2.8 million and reflected in the carrying value of ~~the Company’s stockholders, except as required by law.~~Series B preferred stock.

NOTE 12 – STOCKHOLDERS’ EQUITY

Shares Authorized and Outstanding

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier of (i) one year after the completion of the Initial Business Combination; and (ii) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Initial Business Combination that results in all the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Public Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period commencing at least 150 days after the Initial Business Combination, the Founder Shares will be released from the lock up.

~~Registration Rights~~

The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or Warrants issued upon conversion of the working capital loans) are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy back” registration rights to include their securities in other registration statements filed by the Company. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Related Party Transactions~~

Prior to the closing of the Public Offering, the Sponsor had made $275,000 in loans and advances to the Company. The loans and advances were non-interest bearing, unsecured and due on the earlier of June 30, 2017 or the closing of the Public Offering. The loans and advances of $275,000 were fully repaid upon the consummation of the Public Offering on March 15, 2017.

~~The Company has a due to affiliate balance of $71,034 as of September 30, 2017 for expenses paid by the Sponsor and its affiliate on behalf of the Company.~~

~~Note 5 — Investments and Cash Held in Trust Account~~

Upon the closing of the Public Offering and the Private Placement, $325,000,000 was placed in the Trust Account. At September 30, 2017, the Company’s Trust Account consisted of $98,086 of cash and $325,731,357 in investment securities, with investment securities consisting only of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. Such investment securities are carried at cost, which approximates fair value.

~~Note 6 — Fair Value Measurements~~

The following table presents information about the Company’s assets that are measured on a recurring basis as of September 30, 2017 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.

September 30, 2017 Quoted
Prices
in Active
Markets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Other
Unobservable
Inputs
(Level 3)
Investments in money market fund held in Trust Account $ 325,731,357 $ 325,731,357 $ - $ -
Total $ 325,731,357 $ 325,731,357 $ - $ -

~~Note 7 — Deferred Underwriting Commissions~~

The Underwriter was paid a cash underwriting fee of two percent (2.0%) of the gross proceeds of the Public Offering, excluding any amounts raised pursuant to the overallotment option, or $6,000,000. In addition, the Underwriter is entitled to aggregate deferred underwriting commissions of $10,250,000 consisting of (i) three percent (3.0%) of the gross proceeds of the Public Offering, excluding any amounts raised pursuant to the overallotment option, and (ii) five percent (5.0%) of the gross proceeds of the Units sold in the Public Offering pursuant to the overallotment option. The deferred underwriting commissions will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes the Initial Business Combination, subject to the terms of the underwriting agreement.

~~Note 8 — Stockholders’ Equity~~

Preferred Stock —

The Company is authorized to issue ~~1,000,000~~10,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. ~~At September 30, 2017 and December 31, 2016, there were no shares~~See “Note 11 – Mezzanine Equity” for the discussion of preferred stock issued orand outstanding.

Class A Common Stock —

The Company is authorized to issue ~~90,000,000~~400,000,000 shares of Class A common stock with a par value of $0.0001 per ~~share~~share. At
March 31, 2021 and ~~10,000,000~~December 31, 2020, there were 90,068,356 and 72,515,342 shares of Class FA common stock ~~with~~issued and outstanding, respectively. At March 31, 2021, 1,000,000 outstanding shares of Class A common stock were subject to cancellation on November 9, 2024, unless the closing price per share of the Class A common stock has equaled or exceeded $12.00 for any 20 trading

days within any 30-trading day period, and 609,677 outstanding shares of Class A common stock were subject to the same cancellation provision, but at a ~~par value~~closing price per share of ~~$0.0001 per share. If~~$13.50.

On June 26, 2020, the Company ~~enters~~entered into an ~~Initial Business Combination, it may (depending on~~Equity Distribution Agreement (the “ATM Agreement”) with Piper Sandler & Co. relating to the Company’s shares of Class A common stock. In accordance with the terms of ~~such~~the ATM Agreement, the Company may offer and sell over a ~~business combination) be required~~period of time shares of our Class A common stock. The ATM Agreement relates to an “at-the-market” offering program. Under the ATM Agreement, the Company will pay Piper Sandler an aggregate commission of up to 3% of the gross sales price per share of Class A common stock sold under the ATM Agreement. On March 19, 2021, the Company filed Supplement No. 1 to Prospectus Supplement dated June 26, 2020 to increase the number of shares of Class A common stock ~~which~~that we may offer in accordance with the terms of the ATM Agreement by an additional $39.7 million in excess of the amount covered by the prospectus of $10.3 million. During the three months ended March 31, 2021, the Company is authorized to issue at the same time as the Company’s stockholders vote on the business combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each common share. At September 30, 2017, there were 32,500,000sold 12,624,657 shares of Class A common stock ~~(of which 31,132,810 were classified outside~~for a total net proceeds of ~~permanent equity)~~$10.7 million and ~~8,125,000~~paid $0.3 million in commissions under the ATM Agreement.

Class B Common Stock

The Company is authorized to issue 20,000,000 shares of Class FB common stock ~~issued and outstanding. At December~~with a par value of $0.0001 per share. The shares of Class B common stock are non-economic; however, holders are entitled to one vote per share. Each share of Class B common stock, together with one unit of USWS Holdings, is exchangeable for one share of Class A common stock or, at the Company’s election, the cash equivalent to the market value of one share of Class A common stock.

During the three months ended March 31, ~~2016, there~~2021, 2,302,936 shares of Class B common stock were noconverted to an equivalent number of shares of Class A common stock.

As of March 31, 2021 and December 31, 2020, there were 0 and 2,302,936 shares of Class B common stock issued and outstanding, ~~and 8,625,000~~respectively.

Noncontrolling Interest

During the three months ended March 31, 2021, the remaining noncontrolling interest holders of USWS Holdings surrendered all of their respective shares ~~of Class F common stock were issued and outstanding. The Founder Shares are identical to the Class A Common Stock included~~ in ~~the Units sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A Common Stock at the time of the Initial Business Combination.~~

~~Warrants~~ —Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC and within 60 business days after the closing of an Initial Business Combination, have an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the foregoing, ifexchange for the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require the warrant holders who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation.

The Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and (iv) if, and only if, the last reported sale price of our Class A common stock equals or exceeds $24.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrants holders.

If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis”. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution fromstock. Accordingly, USWS Holdings became the Company’s ~~assets held outside~~wholly owned subsidiary as of ~~the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.~~March 31, 2021.

~~Item 2.~~

~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

NOTE 13 – EARNINGS (LOSS) PER SHARE

References to the "Company," "us," “our” or "we" refer Matlin & Partners Acquisition Corporation. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and related notes included herein.

~~Cautionary Note Regarding Forward-Looking Statements~~

All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Form 10-Q, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company's behalf are qualified in their entirety by this paragraph.

~~Overview~~

We are a blank check company incorporated as a Delaware corporation on March 10, 2016 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our Initial Business Combination using cash from the proceeds of our Public Offering and the Private Placement of warrants that occurred simultaneously with the consummation of the Public Offering, our capital stock, debt or a combination of cash, stock and debt.

~~The issuance of additional shares of our stock in a business combination:~~

●

may significantly dilute the equity interest of investors in the Public Offering, which dilution would increase if the anti-dilution provisions in the Class F common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class F common stock;

●

~~may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;~~

	●	could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

	●	~~may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and~~

●

~~may adversely affect prevailing market prices for our units, common stock and/or warrants.~~

~~Similarly, if we issue debt securities, it could result in:~~

●

~~default and foreclosure on our assets if our operating revenues after an Initial Business Combination are insufficient to repay our debt obligations;~~

●

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

	●	~~our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;~~
	●	~~our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;~~

●

~~our inability to pay dividends on our common stock;~~

●

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

●

~~limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;~~

●

~~increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and~~

●

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying financial statements, at September 30, 2017, we had $853,555 in cash outside of the Trust Account. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our Initial Business Combination will be successful.

~~Results of Operations~~

For the three and nine months ended September 30, 2017, we had a net income of $285,327 and $382,570, respectively. Our entire activity through September 30, 2017, consisted of formation and preparation for the Public Offering and since the Public Offering, the search for a target business with which to consummate an Initial Business Combination, and as such, we had no operations and no significant operating expenses. Subsequent to the closing of the Public Offering on March 15, 2017, our normal operating costs included costs associated with our search for a target business, costs associated with our governance and public reporting, and state franchise taxes.

~~Liquidity and Capital Resources~~

Until the consummation of the Public Offering, our only sources of liquidity were an initial purchase of Founder Shares for $25,000 by the Sponsor, and a total of $275,000 of loans and advances by the Sponsor. The $275,000 loans and advances were non-interest bearing and were paid in full on March 15, 2017 in connection with closing of the Public Offering.

~~On March 15, 2017, we consummated our Public Offering in which we sold 32,500,000 Units at a price of $10.00~~Basic earnings (loss) per Unit (including the partial exercise of the Underwriter’s overallotment option) generating gross proceeds of $325,000,000 before underwriting fees and expenses. The Sponsor and the Underwriter purchased an aggregate of 15,500,000 Private Placement Warrants (14,500,000 of Private Placement Warrants by the Sponsor and 1,000,000 of Private Placement Warrants by the Underwriter) at a price of $0.50 per Private Placement Warrant in a Private Placement that occurred simultaneously with the Public Offering. In connection with the Public Offering, we incurred offering costs of $16,824,469 (including an underwriting fee of $6,000,000 and deferred underwriting commissions of $10,250,000). Other incurred offering costs consisted principally of formation and preparation fees related to the Public Offering. A total of $325,000,000 of the net proceeds from the Public Offering and the Private Placement were deposited in the Trust Account established for the benefit of our public stockholders.

As of September 30, 2017, we have available to us $853,555 of cash on our balance sheet. We will use these funds to identify and evaluate target businesses, perform business, legal and accounting due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. As of September 30, 2017, we also had $829,443 in interest income available from our investments in the Trust Account to pay for our income tax obligations.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended Initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our Initial Business Combination, we would repay such loaned amounts. In the event that our Initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $0.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. Other than as set forth above, the terms of such loans by our Sponsor, an affiliate of our Sponsor or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor, an affiliate of our Sponsor or certain of our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

We expect that we have sufficient resources subsequent to our Public Offering to fund our operations through March 15, 2019. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination, which may include a specified future issuance. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~Off-Balance Sheet Financing Arrangements~~

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

~~Contractual Obligations~~

~~At September 30, 2017, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.~~

The Underwriter was paid a cash underwriting fee of 2% of gross proceeds of the Public Offering, excluding any amounts raised pursuant to the overallotment option, or $6,000,000. In addition, the Underwriter is entitled to aggregate deferred underwriting commissions of $10,250,000 consisting of (i) 3% of the gross proceeds of the Public Offering, excluding any amounts raised pursuant to the overallotment option, and (ii) 5% of the gross proceeds of the Units sold in the Public Offering pursuant to the overallotment option. The deferred underwriting commissions will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.

~~Critical Accounting Policies~~

The preparation of financial statements and related disclosures in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting policies:

~~Emerging Growth Company~~

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Net Income Per Common Share~~

~~Net income per common~~ share is computed by dividing ~~net~~ income ~~applicable~~(loss) available to common stockholders by the weighted average number of common shares outstanding during the ~~period, plus,~~period. Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the ~~extent dilutive, the incremental~~ number of additional common shares that could have been outstanding assuming the exercise of stock options, exercise of warrants, conversion of Series A and Series B preferred stock, conversion of Class B common stock, ~~to settle warrants, as calculated using the treasury stock method. At September 30, 2017, the Company had outstanding warrants to purchase 24,000,000 shares~~vesting of ~~common stock. These shares were excluded from the calculation of diluted income (loss) per common share because their inclusion would have been antidilutive. An aggregate of 31,132,810~~restricted shares of Class A common stock, ~~subject to possible redemption at September 30, 2017 have been excluded from~~and issuance of Class A common stock associated with the ~~calculation of basic~~deferred stock units and certain performance awards.

Basic and diluted net income (loss) per ~~common~~ share ~~since such~~excludes the income (loss) attributable to and shares if redeemed, only participate in their pro rata share of earnings from the Trust Account. Due to a loss during the period ended September 30, 2016, diluted loss per common share is the same as basic loss per common share. At September 30, 2016, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method.

~~Financial Instruments~~

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

~~Offering Costs~~

~~The Company complies~~associated with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs were $16,824,469 (including an underwriting fee of $6,000,000 and deferred underwriting commissions of $10,250,000), consisting principally of costs incurred in connection with formation and preparation for the Public Offering. These offering costs were charged to additional paid in capital upon closing of the Public Offering on March 15, 2017.

~~Income Taxes~~

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. At September 30, 2017 and December 31, 2016, the Company had no material deferred tax assets.

~~Redeemable Class A Common Stock~~

~~All of the 32,500,000~~1,609,677 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature which allows for the redemption of Class A common stock under the Company’s Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with FASB ASC 480, redemption provisionsthat are subject to cancellation on November 9, 2024 if certain market conditions have not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

been met. The Company will recognize changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at September 30, 2017, 31,132,810 of the 32,500,000 shares of Class A common stockhas included in the ~~Units were classified outside~~calculation accrued dividends on Series A and Series B preferred stock and related deemed and imputed dividends.

The following table sets forth the calculation of ~~permanent equity at its redemption value. There were no~~basic and diluted earnings (loss) per share for the periods indicated based on the weighted average number of shares of Class A common stock outstanding for the period (in thousands, except share and per share amounts):

	Three Months Ended March 31,
	2021			2020 (As Restated)
Basic Net Income (Loss) Per Share
Numerator:
Net loss attributable to U.S. Well Services, Inc.	$	(20,566	)	$	(165,818	)
Net loss attributable to cancellable Class A common stock		411			4,432
Basic net loss attributable to U.S. Well Services, Inc. shareholders		(20,155	)		(161,386	)
Dividends accrued on Series A preferred stock		(1,813	)		(1,751	)
Dividends accrued on Series B preferred stock		(711	)		-
Deemed and imputed dividends on Series A preferred stock		(464	)		(6,972	)
Deemed and imputed dividends on Series B preferred stock		(4,168	)		-
Basic net loss attributable to U.S. Well Services, Inc. Class A common shareholders	$	(27,311	)	$	(170,109	)

Denominator:
Weighted average shares outstanding		80,586,777			60,229,277
Cancellable Class A common stock		(1,609,677	)		(1,609,677	)
Basic and diluted weighted average shares outstanding		78,977,100			58,619,600
Basic and diluted net income (loss) per share attributable to Class A common shareholders	$	(0.35	)	$	(2.90	)

A summary of securities excluded from the computation of diluted earnings per share is presented below for the applicable periods:

	Three Months Ended March 31,
	2021		2020
Dilutive earnings per share:
Anti-dilutive stock options		877,266		924,990
Anti-dilutive warrants		14,872,594		16,169,539
Anti-dilutive restricted stock		1,079,249		1,685,686
Anti-dilutive deferred stock units		8,911,858		-
Anti-dilutive shares from Pool B awards		10,124,725		-
Anti-dilutive Class B common stock convertible into Class A common stock		-		5,500,692
Anti-dilutive Series A preferred stock convertible into Class A common stock		9,329,921		9,115,615
Anti-dilutive Series B preferred stock convertible into Class A common stock		77,965,385		-
Potentially dilutive securities excluded as anti-dilutive		123,160,998		33,396,522

NOTE 14 – SHARE-BASED COMPENSATION

Share-based compensation expense consisted of the following (in thousands):

	Three Months Ended March 31,
	2021			2020
Restricted stock	$	825		$	1,824
Stock options		214			254
DSUs		246			-
Pool A Awards		86			-
Pool B Awards		280			-
Total	$	1,651	⁽¹⁾	$	2,078	⁽²⁾

⁽¹⁾ $198 was presented as part of cost of services and $1,453 was presented as part of selling, general and administrative expenses in the condensed consolidated statement of operations.

⁽²⁾ $918 was presented as part of cost of services and $1,160 was presented as part of selling, general and administrative expenses in the condensed consolidated statement of operations.

Restricted Stock

The following table summarizes the restricted stock activity for the three months ended March 31, 2021:

				Weighted- average
	Unvested shares			grant-date fair value per share
Non-vested restricted stock as of December 31, 2020		1,449,287		$	8.85
Granted		-			-
Vested		(353,378	)		8.91
Forfeited		(16,660	)		8.91
Non-vested restricted stock as of March 31, 2021		1,079,249		$	8.83

As of March 31, 2021, the total unrecognized compensation cost related to restricted stock was $6.4 million which is expected to be recognized over a weighted-average period of 1.91 years.

Stock Options

The following table summarizes the stock option activity for the three months ended March 31, 2021:

	Number of shares		Weighted average exercise price (per share data)		Weighted Average Remaining Contractual Life (years)
Outstanding as of December 31, 2020		877,266	$	8.91		5.21
Exercised		-		-		-
Forfeited/Expired		-		-		-
Outstanding as of March 31, 2021		877,266	$	8.91		4.96
Exercisable as of March 31, 2021		438,633	$	8.91		4.96

As of March 31, 2021, the total unrecognized compensation cost related to stock options was $1.7 millionwhich is expected to be recognized over a weighted average period of 2.0 years.

Deferred Stock Units (“DSUs”)

The following table summarizes the DSUs activity for the three months ended March 31, 2021:

				Weighted- average
	Unvested units			grant-date fair value per unit
Non-vested DSUs as of December 31, 2020		8,911,858		$	0.33
Granted		-			-
Vested		(2,970,619	)		0.33
Forfeited		-			-
Non-vested DSUs as of March 31, 2021		5,941,239		$	0.33

As of March 31, 2021, the total unrecognized compensation cost related to DSUs was $1.7 million which is expected to be recognized over a weighted average period of 1.75 years.

Pool A Performance Award (“Pool A Award”)

The Company accounted for the Pool A Award under liability accounting as a result of the fixed monetary amount that could be settled either in cash or a variable number of shares of the Company’s Class A common stock. The Pool A Award became fully vested as of January 1, 2021. Since the settlement will not occur until the fifth anniversary of the grant date, the Company considered the delayed settlement as a post-vesting restriction which impacted the determination of grant-date fair value of the award.

As of March 31, 2021, the fair value of the Pool A Award liability was remeasured to $2,414, which was estimated using a risk-adjusted discount rate reflecting the weighted average cost of capital of similarly traded public companies.

During the three months ended March 31, 2021, the Company recorded additional compensation cost of $0.1 million, which was the change in fair value of the Pool A Award liability.

Pool B Performance Award (“Pool B Award”)

On January 1, 2021, one-third of the fair value of the Pool B Award vested in the amount of $1.1 million. As of March 31, 2021, the unvested fair value of the Pool B Award was $2.2 million.

As of March 31, 2021, the total unrecognized compensation cost related to Pool B Award was $2.0 million which is expected to be recognized over a weighted average period of 1.75 years.

NOTE 15 – INCOME TAXES

On March 27, 2020, the President signed the CARES Act into law. The CARES Act contains several corporate income tax provisions, including, among other things, providing a 5-year carryback of net operating loss (“NOL”) tax carryforwards generated in tax years 2018, 2019, and 2020, removing the 80% taxable income limitation on utilization of those NOLs if carried back to prior tax years or utilized in tax years beginning before 2021, temporarily liberalizing the interest deductions rules under Section 163(j) of the Tax Cuts and Jobs Act of 2017, and making corporate alternative minimum tax credits immediately refundable. During the second quarter of 2020, the Company filed an application to carry back its 2018 NOLs, claiming a refund of approximately $0.8 million, which remains outstanding as of March 31, 2021.

The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions and is subject to examination by the taxing authorities.

The Company’s effective tax rate on continuing operations for the three months ended March 31, 2021 was (0.00)%.

We follow guidance issued by the FASB in accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the condensed consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the condensed consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement.

We have considered our exposure under the standard at both the federal and state tax levels. We did 0t record any liabilities for uncertain tax positions as of March 31, 2021 or December 31, ~~2016.~~2020. We record income tax-related interest and penalties, if any, as a component of income tax expense. We did not incur any material interest or penalties on income taxes.

After consideration of all the information available, management determined that a valuation allowance was appropriate, as it is more likely than not that the Company will not utilize its net deferred tax assets.

NOTE 16 – COMMITMENTS AND CONTINGENCIES

Litigation

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

The Company was named a defendant in a case filed on January 14, 2019 in the Superior Court of the State of Delaware styled Smart Sand, Inc. v. U.S. Well Services LLC, C.A. 19C-01-144 PRW. Smart Sand alleges that the Company breached a multi-year contract under which Smart Sand supplied frac sand to the Company. Smart Sand claims damages of approximately $54 million. The Company denies that it breached the contract, has alleged that Smart Sand breached the contract first, and has asserted counterclaims for the misuse of the Company’s confidential information. The Company also asserts that the contract contains unenforceable penalty provisions. The case was tried to the Court during December 2020 and when trial concluded, the Court requested post-trial briefing. No prediction can be made as to the outcome of the case at this time nor can the Company reasonably estimate the potential losses or range of losses resulting from this litigation.

Sand Purchase Agreements

The Company entered into agreements for the supply of proppant for use in its hydraulic fracturing operations. Under the terms of these agreements, the Company is subject to minimum purchase quantities on a monthly, quarterly, or annual basis at fixed prices or may pay penalties in the event of any shortfall. As of March 31, 2021, we estimated and accrued for a shortfall in purchase quantities. This accrual is presented as part of accrued liabilities on the condensed consolidated balance sheets.

As of March 31, 2021, the Company’s contracted volumes in dollars was $12.0 million. The Company’s minimum commitments was $10.0 million, which represents the aggregate amounts that we would be obligated to pay if we procured no additional proppant under the contracts after March 31, 2021.

Operating Lease Agreements

The Company has various operating leases for facilities with terms ranging from 24 to 76 months.

Rent expense was $0.3 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively, of which $0.2 million and $0.5 million, respectively, are recorded as part of cost of services and $0.1 million, and $0.2 million, respectively, are recorded as part of selling, general and administrative expenses in the condensed consolidated statements of operations.

The following is a schedule of minimum future payments on non-cancellable operating leases as of March 31, 2021 (in thousands):

Remainder of 2021	$	772
2022		828
2023		308
2024		258
2025		67
Total minimum future rentals	$	2,233

Capital Lease Agreements

The total amount of future minimum lease payments related to the capital leases as of March 31, 2021 was $0.9 million, of which $0.2 million is due in the remainder of 2021 and in each of the years in 2022, 2023 and 2024, and $0.1 million is due in 2025. The total payments include a nominal amount of imputed interest.

Self-insurance

The Company established a self-insured plan for employees’ healthcare benefits except for losses in excess of varying threshold amounts. The Company charges to expense all actual claims made during each reporting period, as well as an estimate of claims incurred, but not yet reported. The amount of estimated claims incurred, but not reported was $0.5 million and $0.2 million as of March 31, 2021 and December 31, 2020, respectively, and was reported as accrued expenses in the condensed consolidated balance sheets. The Company believes that the liabilities recorded are appropriate based on the known facts and circumstances and does not expect further losses materially in excess of the amounts already accrued for existing claims.

NOTE 17 – SUBSEQUENT EVENTS

OnApril 23, 2021, the Company entered into an Assignment of Claim Agreement (“Assignment”) with a third-party (“Assignee”), whereby the Company transferred to Assignee all right, title, and interest in its claim in the amount of $14.5 million against a certain customer, in connection with such customer’s bankruptcy. The Assignment was for consideration of $2.5 million, which the Company received on April 26, 2021. As of March 31, 2021, the allowance for doubtful accounts balance and the related receivables were written off by $12.0 million, which is the unrealized amount of the claim assigned.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes in Item 1. "Financial Statements" contained herein and our audited consolidated financial statements as of December 31, 2020, included in our Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020 (our "Amended Annual Report"), as filed with the Securities and Exchange Commission (the "SEC") on May 17, 2021. The information provided below supplements, but does not form part of, our unaudited condensed consolidated financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. Factors that could cause or contribute to these differences include those discussed under "Forward-Looking Statements" in this Quarterly Report on Form 10-Q and in our Amended Annual Report.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "Report") contains “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements usually relate to future events, conditions and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by words such as “believes,” “expects,” “intends,” “estimates,” “projects,” “anticipates,” “will,” “plans,” “may,” “should,” “would,” “foresee,” or the negative thereof. The absence of these words, however, does not mean that these statements are not forward-looking. These statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These factors include geological, operating and economic factors and declining prices and market conditions, including reduced expected or realized oil and gas prices (including the significant decline in oil prices since the beginning of 2020) and demand for oilfield services and changes in supply or demand for maintenance, repair and operating products, equipment and service; the effectiveness of management's strategies and decisions; our ability to obtain financing, raise capital and continue as a going concern; our ability to implement our internal growth and acquisition growth strategies; general economic and business conditions specific to our primary customers; our ability to collect accounts receivable; compliance with our debt agreements and equity-related securities; volatility in market prices; our ability to satisfy the continued listing requirements of Nasdaq with respect to our Class A common stock and warrants or to cure any continued listing standard deficiency with respect thereto; changes in government regulations; our ability to effectively integrate businesses we may acquire; new or modified statutory or regulatory requirements; availability of materials and labor; inability to obtain or delay in obtaining government or third-party approvals and permits; non-performance by third parties of their contractual obligations; unforeseen hazards such as natural disasters, catastrophes and severe weather conditions, including floods, hurricanes and earthquakes; public health crises, such as a pandemic, including the COVID-19 pandemic; acts of war or terrorist acts and the governmental or military response thereto; and cyber-attacks adversely affecting our operation. This Report identifies other factors that could cause such differences. There can be no assurance that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. Factors that could cause or contribute to such differences also include, but are not limited to, those discussed in our filings with the SEC, including under "Risk Factors" in this Report and in our Amended Annual Report. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We assume no obligation and do not intend to update these forward-looking statements. Unless the context otherwise requires, references in this Report to the “Company”, “USWS”, “we”, or “our” shall mean U.S. Well Services, Inc. and its subsidiaries.

Overview

We provide high-pressure, hydraulic fracturing services in oil and natural gas basins. Both our conventional and Clean Fleet^® hydraulic fracturing fleets are among the most reliable and highest performing fleets in the industry, with the capability to meet the most demanding pressure and pump rate requirements. We operate in many of the active shale and unconventional oil and natural gas basins of the United States and our clients benefit from the performance and reliability of our equipment and personnel. Specifically, all of our fleets operate on a 24-hour basis and have the ability to withstand high utilization rates, which results in more efficient operations. Our senior management team has extensive industry experience providing pressure pumping services to exploration and production companies across North America.

Restatement

This Item 2 gives effect to the restatement of our unaudited condensed consolidated financial statements as more fully described in Note 2 in the Notes to the Condensed Consolidated Financial Statements.

How the Company Generates Revenue

We generate revenue by providing hydraulic fracturing services to our customers. We own and operate a fleet of hydraulic fracturing units to perform these services. We seek to enter into contractual arrangements with our customers or fleet dedications, which establish pricing terms for a fixed duration. Under the terms of these agreements, we charge our customers base monthly rates, adjusted for activity and provision of materials such as proppant and chemicals, or we charge a variable rate based on the nature of the job including pumping time, well pressure, sand and chemical volumes and transportation.

Our Costs of Conducting Business

The principal costs involved in conducting our hydraulic fracturing services are labor, maintenance, materials, and transportation costs. A large portion of our costs are variable, based on the number and requirements of hydraulic fracturing jobs. We manage our fixed costs, other than depreciation and amortization, based on factors including industry conditions and the expected demand for our services.

Materials include the cost of sand delivered to the basin of operations, chemicals, and other consumables used in our operations. These costs vary based on the quantity and quality of sand and chemicals utilized when providing hydraulic fracturing services. Transportation represents the costs to transport materials and equipment from receipt points to customer locations. Labor costs include payroll and benefits related to our field crews and other employees. Most of our employees are paid on an hourly basis. Maintenance costs include preventative and other repair costs that do not require the replacement of major components of our hydraulic fracturing fleets. Maintenance and repair costs are expensed as incurred.

The following table presents our cost of services for the three months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended March 31,
	2021		2020
Materials	$	8,716	$	10,449
Transportation		3,039		9,544
Labor		23,686		33,109
Maintenance		16,595		15,871
Other ⁽¹⁾		10,595		16,180
Cost of services	$	62,631	$	85,153

⁽¹⁾

Other consists of fuel, lubes, equipment rentals, travel and lodging costs for our crews, site safety costs and other costs incurred in performing our operating activities.

Significant Trends

The global health and economic crisis sparked by the COVID-19 pandemic and the associated decrease in commodity prices has significantly impacted industry activity since late in the first quarter of 2020. Weaker economic activity and lower demand for crude oil, driven by the persistence of the COVID-19 pandemic, adversely impacted our business, resulting in a reduction in our active fleet count and fleet utilization levels throughout much of 2020. Beginning in the fourth quarter of 2020, crude oil prices began rising considerably, and averaged over $58 per barrel during the first quarter of 2021. As commodity prices have improved, demand for hydraulic fracturing services and the number of working fracturing fleets have also increased significantly.

~~Recent Accounting Pronouncements~~Results of Operations

(In thousands, except percentages)

	Three Months Ended March 31,
	2021			% ⁽¹⁾	2020 (As Restated)			% ⁽¹⁾	Variance			% Variance
Revenue	$	76,258		100.0%	$	112,035		100.0%	$	(35,777	)	(31.9)%
Costs and expenses:
Cost of services (excluding depreciation and amortization)		62,631		82.1%		85,153		76.0%		(22,522	)	(26.4)%
Depreciation and amortization		11,106		14.6%		32,008		28.6%		(20,902	)	(65.3)%
Selling, general and administrative expenses		7,390		9.7%		19,058		17.0%		(11,668	)	(61.2)%
Impairment of long-lived assets		-		0.0%		147,543		131.7%		(147,543	)	(100.0)%
Loss on disposal of assets		2,436		3.2%		4,244		3.8%		(1,808	)	(42.6)%
Loss from operations		(7,305	)	(9.6)%		(175,971	)	(157.1)%		168,666		*⁽²⁾
Interest expense, net		(6,183	)	(8.1)%		(7,956	)	(7.1)%		1,773		(22.3)%
Change in fair value of warrant liabilities		(7,151	)	(9.4)%		6,553		5.8%		(13,704	)	*⁽²⁾
Other income		29		0.0%		6		0.0%		23		*⁽²⁾
Income tax expense (benefit)		-		0.0%		(750	)	(0.7)%		750		*⁽²⁾
Net loss	$	(20,610	)	(27.0)%	$	(176,618	)	(157.6)%	$	156,008		(88.3)%

⁽¹⁾ As a percentage of revenues. Percentage totals or differences in the above table may not equal the sum or difference of the components due to rounding.

⁽²⁾ Not meaningful.

Revenue. The decrease in revenue was primarily attributable to the decline in business activity and lower pricing levels for hydraulic fracturing services. Our average active fleet count during the period decreased to 10 fleets compared to 11 fleets in the prior comparable period. Revenue was also affected to a lesser extent by the continuing trend of customers self-sourcing lower margin consumables such as sand, chemicals, and sand transportation. We expect the trend of customers self-sourcing consumables to continue, resulting in lower revenues from consumables as compared to prior periods in which we provided these consumables to customers.

Cost of services, excluding depreciation and amortization. The decrease in cost of services, excluding depreciation and amortization, was attributable to the decline in business activity and a reduction in consumables costs due to increased customer self-sourcing. Similar to revenues, we anticipate cost of services, excluding depreciation and amortization, to remain at reduced levels mainly due to lower consumables costs compared to prior periods in which we provided these consumables to customers.

Depreciation and amortization. The decrease in depreciation and amortization was primarily due to the lower cost basis of depreciating long-lived assets because of impairment losses recorded in the first quarter of 2020.

Selling, general and administrative expenses. The decrease in selling, general, and administrative expenses was primarily attributable to our recording of a bad debt reserve of $9.0 million in the first quarter of 2020 due to the uncertainty in collectability of billed amounts from customers weakened by the collapse in crude oil prices. Additionally, compensation and benefits costs decreased by approximately $1.3 million due to reduced headcount in the current period.

Impairment of long-lived assets. As a result of impairment tests that we performed in the first quarter of 2020, we determined that the carrying value of long-lived assets exceeded their fair value. Therefore, we recorded an impairment charge in the first quarter of 2020 amounting to $147.5 million to reduce the carrying value of property and equipment and finite-lived intangible assets to fair value. No such impairment charge was recorded in the first quarter of 2021.

Loss on disposal of assets. The amount of loss on disposal of assets fluctuates period over period due to differences in the operating conditions of our hydraulic fracturing equipment, such as wellbore pressure and rate of barrels pumped per minute, that impact the timing of disposals of our hydraulic fracturing pump components and the amount of gain or loss recognized. The decrease in the loss on disposal of assets was primarily attributable to the significant decrease in loss on disposal related to fluid ends, due to a change in

accounting estimate related to their useful life. Beginning in the second quarter of 2020, fluid ends are expensed as they were used in operations, due to their shortened useful life estimate.

Interest expense, net. The decrease was primarily attributable to a lower average debt balance and lower effective interest rates compared to the prior period.

Liquidity and Capital Resources

Our primary sources of liquidity and capital resources are cash on the balance sheet, cash flow generated from operating activities, proceeds from the issuance of equity, and borrowings and borrowing capacity under our revolving credit facility.

On June 26, 2020, the Company entered into an Equity Distribution Agreement (the “ATM Agreement”) with Piper Sandler & Co. relating to the Company’s shares of Class A common stock. In accordance with the terms of the ATM Agreement, the Company may offer and sell over a period of time, shares of our Class A common stock. The ATM Agreement relates to an “at-the-market” offering program. Under the ATM Agreement, the Company will pay Piper Sandler an aggregate commission of up to 3% of the gross sales price per share of Class A common stock sold under the ATM Agreement. On March 19, 2021, the Company filed Supplement No. 1 to Prospectus Supplement dated June 26, 2020 to increase the number of shares of Class A common stock that we may offer in accordance with the terms of the ATM Agreement by an additional $39.7 million in excess of the amount covered by the prospectus of $10.3 million. During the three months ended March 31, 2021, the Company sold 12,624,657 shares of Class A common stock for a total net proceeds of $10.7 million and paid $0.3 million in commissions under the ATM Agreement.

The ~~Company’s management does~~USDA Loan is subject to certain financial covenants. The Company is required to maintain a Debt Service Coverage Ratio (as defined in the USDA Loan) of not less than 1.25:1, to be monitored annually, beginning in calendar year 2021. Additionally, the Company is required to maintain a ratio of debt to net worth of not more than 9:1, to be monitored annually based upon year-end financial statements beginning in calendar year 2022.

As of March 31, 2021, our senior secured term loan is not subject to financial covenants but is subject to certain non-financial covenants, including but not limited to, reporting, insurance, notice and collateral maintenance covenants as well as limitations on the incurrence of indebtedness, permitted investments, liens on assets, dispositions of assets, paying dividends, transactions with affiliates, mergers and consolidations. In addition, all borrowings under our revolving credit facility are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties and certifications regarding sales of certain inventory, and to a borrowing base. As of March 31, 2021, the borrowing base was $50.0 million and the outstanding revolver loan balance was $35.9 million. As of March 31, 2021, we were in compliance with all of the covenants under our senior secured term loan and our revolving credit facility.

We believe that ~~any recently issued, but~~our current cash position, working capital balance, favorable payment terms under our senior secured term loan, borrowing capacity under our revolving credit facility, and amounts raised under the ATM Agreement will be sufficient to satisfy the anticipated cash requirements associated with our existing operations for at least the next twelve months. While we are focused on maintaining adequate liquidity to fund our operations, service our debt and fund capital expenditures, sustained weakness or further deterioration in industry activity may make it difficult for us to do so.

Cash Flows

(in thousands)

	Three Months Ended March 31,
	2021			2020
Net cash provided by (used in):
Operating activities	$	(11,016	)	$	(11,559	)
Investing activities		(7,825	)		(20,110	)
Financing activities		31,824			(148	)

Net Cash Provided by Operating Activities. Net cash used in operating activities primarily represents the results of operations exclusive of non-cash expenses, including depreciation, amortization, provision for losses on accounts receivable and inventory, interest, impairment losses, losses on disposal of assets, and share-based compensation, and the impact of changes in operating assets and liabilities. Net cash used in operating activities was $11.0 million for the first quarter of 2021 due to redeployment of fracturing fleets. While the Company experienced an increase in customer activity during the second half of the quarter, the related collection of receivables is not ~~yet effective, accounting pronouncements, if currently adopted, would~~expected until the second quarter of 2021. Additionally, we made working capital payments amounting to $3.0 million using proceeds from our USDA Loan. Net cash used in operating activities was $11.6 million for the first quarter of 2020, primarily due to interest payments amounting to $24.3 million related to our senior secured term loan.

Net Cash used in Investing Activities. Net cash used in investing activities decreased by $12.3 million from the prior corresponding period, primarily due to reduced growth and maintenance capital expenditures because of the decline in business activity. Net cash used in investing activities was $7.8 million for the three months ended March 31, 2021, primarily due to purchases of property and equipment amounting to $14.2 million, which related to maintaining and supporting our existing hydraulic fracturing equipment and payments made to replace damaged property and equipment. This was offset in part by insurance proceeds amounting to $6.4 million related to the damaged property and equipment.

Net Cash Provided by Financing Activities. During the three months ended March 31, 2021, cash provided by financing activities reflects proceeds under our revolving credit facility, long term debt, note payable, and proceeds from issuance of common stock amounting to $21.2 million, $3.0 million, $9.1 million, and $10.7 million, respectively, offset in part by payments related to our revolving credit facility of $9.0 million, long term debt of $1.3 million, note payable of $1.0 million and equipment financing arrangements of $0.9 million, respectively.

Capital Expenditures. Our business requires continual investments to upgrade or enhance existing property and equipment and to ensure compliance with safety and environmental regulations. Capital expenditures primarily relate to maintenance capital expenditures, growth capital expenditures and fleet enhancement capital expenditures. Maintenance capital expenditures include expenditures needed to maintain and to support our current operations. Growth capital expenditures include expenditures to generate incremental distributable cash flow. Fleet enhancement capital expenditures include expenditures on new equipment related to existing fleets that increase the productivity of the fleet. Capital expenditures for growth and fleet enhancement initiatives are discretionary.

We classify maintenance capital expenditures as expenditures required to maintain or supplement existing hydraulic fracturing fleets. We budget maintenance capital expenditures based on historical run rates and current maintenance schedules. Growth capital expenditures relate to adding additional hydraulic fracturing fleets and are based on quotes obtained from equipment manufacturers and our estimate for the timing of placing orders, disbursing funds and receiving the equipment. Fleet enhancement capital expenditures relate to technology enhancements to existing fleets that increase their productivity and are based on quotes obtained from equipment manufacturers and our estimate for the timing of placing orders, disbursing funds and receiving the equipment.

We continuously evaluate our capital expenditures and the amount we ultimately spend will depend on several factors, including expected industry activity levels and company initiatives. We intend to fund most of our capital expenditures, contractual obligations and working capital needs with cash on hand, cash generated from operations, borrowing capacity under our revolving credit facility and other financing sources.

Off-Balance Sheet Arrangements

We are a party to transactions, agreements or other contractual arrangements defined as “off-balance sheet arrangements” that could have a material future effect on our financial position, results of operations, liquidity, and capital resources. The most significant of

these off-balance sheet arrangements include sand purchase commitments disclosed in “Note 16 – Commitments and Contingencies” in the ~~Company’s financial statements.~~Notes to Condensed Consolidated Financial Statements.

~~Item 3.~~

~~Quantitative and Qualitative Disclosures About Market Risk~~

Through September 30, 2017, our efforts have been limited to organizational activities, activities relating to our Public Offering and since the Public Offering, the search for a target business with which to consummate an Initial Business Combination. We have neither engaged in any operations nor generated any revenues. We have not engaged in any hedging activities since our inception on March 10, 2016. We do not ~~expect~~have a retained or contingent interest in assets transferred to ~~engage~~an unconsolidated entity, we do not have any obligation under a contract that would be accounted for as a derivative instrument, and we do not have any interest in ~~any hedging activities with respect~~entities referred to ~~the market risk to which~~as variable interest entities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are ~~exposed.~~not required to provide the information required by this item.

The net proceeds of the Public Offering and the sale of the Private Placement Warrants held in the Trust Account have been invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4.

~~Controls and Procedures~~

~~Evaluation of Disclosure~~ Controls and ~~Procedures~~Procedures.

~~Disclosure~~Our disclosure controls and procedures ~~are controls and other procedures that~~ are designed to ensure that information required to be disclosed in ~~our~~the reports ~~filed~~we file or ~~submitted~~submit under the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~ is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms and ~~procedures include, without limitation, controls and procedures designed to ensure~~ that such information ~~required to be disclosed in company reports filed or submitted under the Exchange Act~~ is accumulated and communicated to management, including ~~our~~the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

~~As required by Rules 13a-15~~Under the supervision and ~~15d-15 under~~with the ~~Exchange Act,~~participation of our management, including the Chief Executive Officer and Chief Financial Officer, ~~carried out~~we conducted an evaluation of the effectiveness of ~~the design and operation of~~ our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September 30, 2017.~~the end of the period covered by this report. Based ~~upon their~~on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures ~~(as defined in Rules 13a-15 (e) and 15d-15 (e) under~~were not effective as of March 31, 2021 due solely to the ~~Exchange Act) were effective.~~

~~Changes in Internal Control over Financial Reporting~~

~~During the most recently completed fiscal quarter, there has been no change~~material weakness in our internal control over financial reporting ~~that has materially affected, or is reasonably likely~~with respect to ~~materially affect, our internal control over financial reporting.~~

~~PART II – PART II – OTHER INFORMATION~~

~~Item 1.~~

~~Legal Proceedings~~

~~None.~~

~~Item 1A.~~

~~Risk Factors~~

Asthe classification of the ~~date~~Company’s warrants as components of equity instead of as liabilities as more fully described in Note 2 to the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q ~~there~~. Notwithstanding this material weakness, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows as of the dates and for the periods presented in accordance with GAAP.

Remediation Plan for Material Weakness in Internal Control over Financial Reporting and Status

Management has implemented remediation steps to address the material weakness and to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Changes in Internal Control over Financial Reporting

There were no changes made in our internal control over financial reporting during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, as the circumstances that led to the restatement of our financial statements described in Note 2 to the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q had not yet been noidentified.

PART II

Item 1. Legal Proceedings.

See “Note 16 – Commitments and Contingencies” in the Notes to Condensed Consolidated Financial Statements for further information.

Item 1A. Risk Factors.

No material changes tohave occurred from the risk factors previously disclosed in ~~our prospectus filed with~~ the ~~SEC~~Company’s Amended Annual Report. See also Part I, Item 2 “Forward-Looking Statements” of this Quarterly Report on ~~March 9, 2017 except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.~~Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

The following table presents information with respect to our repurchases of our common stock during the quarter ended March 31, 2021.

Period	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share ($)		Total Number of Shares Purchased as Part of Publicly Announced Plans		Maximum Number of Shares that May Yet be Purchased under the Plan
January 1, 2021 to January 31, 2021		-		-		-	N/A
February 1, 2021 to February 28, 2021		-		-		-	N/A
March 1, 2021 to March 31, 2021		103,697		1.55		-	N/A
Total	��	103,697		1.55		-

~~None~~⁽¹⁾ These shares were withheld in order to pay taxes related to vesting of stock-based compensation.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.

~~Item 3.~~

Exhibit No.

~~Defaults Upon Senior Securities~~

~~None~~

~~Item 4.~~

~~Mine Safety Disclosures~~

Description

~~Not Applicable.~~

~~Item 5.~~

~~Other Information~~

~~None.~~

~~Item 6.~~

~~Exhibits~~

~~Exhibit Number~~		~~Description~~
~~31.1~~3.1		Second Amended and Restated Certificate of Incorporation of U.S. Well Services, Inc (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K (File No. 001-38025), filed with the SEC on November 16, 2018).
3.2		Certificate of Designations, dated May 24, 2019, of U.S. Well Services, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K (File No. 001-38025), filed with the SEC on May 24, 2019.
3.3		Certificate of Designations, dated March 31, 2020, of U.S. Well Services, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K (File No. 001-38025), filed with the SEC on April 2, 2020.
3.4		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 of the Registration Statement on Form S-1 (File No. 333-216076), filed with the SEC on February 15, 2017).
4.1		Registration Rights Agreement, dated April 1, 2020, by and among U.S. Well Services, Inc. and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K (File No. 001-38025), filed with the SEC on April 2, 2020).
31.1*		Certification of ~~the Principal~~Chief Executive Officer ~~required by~~pursuant to Rule ~~13a-14(a)~~13(a)-14 and ~~Rule 15d-14(a)~~15(d)-14 under the Securities Exchange Act of ~~1934, as amended, as adopted~~1934.
31.2*		Certification of Chief Financial Officer pursuant to ~~Section 302 of the Sarbanes Oxley Act of 2002.~~
~~31.2~~		~~Certification of the Principal Financial Officer required by~~ Rule ~~13a-14(a)~~13(a)-14 and ~~Rule 15d-14(a)~~15(d)-14 under the Securities Exchange Act of ~~1934, as amended, as adopted~~1934.
32.1**		Certification of Chief Executive Officer pursuant to ~~Section 302 of the Sarbanes Oxley Act of 2002.~~
32.1*		~~Certification of the Principal Executive Officer required by~~ 18 U.S.C. Section ~~1350, as adopted~~1350.
32.2**		Certification of Chief Financial Officer pursuant to ~~Section 906 of the Sarbanes Oxley Act of 2002.~~
32.2*		~~Certification of the Principal Financial Officer required by~~ 18 U.S.C. Section ~~1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.~~1350.
~~101.INS~~ 101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
~~101.SCH~~ 101.SCH*		Inline XBRL Taxonomy Extension Schema Document
~~101.CAL~~ 101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
~~101.DEF~~ 101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
~~101.LAB~~ 101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~ 104*		Cover Page Interactive Data File (embedded within the Inline XBRL ~~Taxonomy Extension Presentation Linkbase Document~~document)

*Furnished herewith.

Filed herewith.

**
Furnished herewith.

SIGNATURES

~~In accordance with~~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.~~authorized on May 17, 2021.

	~~MATLIN & PARTNERS ACQUISITION CORPORATION~~ U.S. WELL SERVICES, INC.

~~Dated: November 3, 2017~~	~~/s/ David J. Matlin~~ By:


	/s/ Joel Broussard
	Name: ~~David J. Matlin~~	Joel Broussard
	Title:	President, Chief Executive Officer, and Director ~~(Principal Executive Officer)~~

~~Dated: November 3, 2017~~	~~/s/ Rui Gao~~

	/s/ Kyle O’Neill
	Name: ~~Rui Gao~~	Kyle O’Neill
	Title:	Chief Financial Officer ~~(Principal Financial and Accounting Officer)~~

Delaware		81-1847117
(State or other jurisdiction of ~~incorporation or organization)~~		(I.R.S. Employer
organization)		Identification ~~Number)~~No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒ ~~(Do not check if a smaller reporting company)~~ ☑	Smaller reporting company	☐ ☑
		Emerging growth company	☒ ☑

	September 30, 2017		December 31, 2016
	(Unaudited)		(Audited)
ASSETS:
Current assets:
Cash	$	853,555	$	65,620
Prepaid expenses		153,639		-
Deferred offering costs		-		154,380
Total current assets		1,007,194		220,000
Investments and cash held in trust account		325,829,443		-
Total assets	$	326,836,637	$	220,000

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable and accrued expenses	$	187,502	$	-
Due to affiliate		71,034		-
Note payable		-		200,000
Total current liabilities		258,536		200,000
Deferred underwriting commissions		10,250,000		-
Total liabilities		10,508,536		200,000

Class A common stock subject to possible redemption; $0.0001 par value; 31,132,810 shares (at redemption value of $10.00 per share) as of September 30, 2017 and none issued or outstanding as of December 31, 2016		311,328,100		-

Stockholders' equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued or outstanding		-		-
Class A common stock, $0.0001 par value, 90,000,000 shares authorized, 1,367,190 shares issued and outstanding (excluding 31,132,810 shares subject to possible redemption) as of September 30, 2017 and none issued or outstanding as of December 31, 2016		137		-
Class F common stock, $0.0001 par value, 10,000,000 shares authorized, 8,125,000 and 8,625,000 issued and outstanding as of September 30, 2017 and December 31, 2016, respectively		813		863
Additional paid-in-capital		4,621,481		24,137
Retained earnings (accumulated deficit)		377,570		(5,000	)
Total stockholders' equity		5,000,0001		20,000
Total liabilities and stockholders' equity	$	326,836,637	$	220,000

	Three Months Ended September 30,						Nine Months Ended September 30,			Period from March 10, 2016 (inception) through September 30,
	2017			2016			2017			2016
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	-		$	-		$	-		$	-
General and administrative expenses		(258,729	)		-			(664,662	)		(5,000	)
Loss from operations		(258,729	)		-			(664,662	)		(5,000	)
Interest income		798,570			-			1,509,443			-
Income before income taxes		539,841			-			844,781			-
Provision for income taxes		254,514			-			462,211			-
Net income (loss)	$	285,327		$	-		$	382,570		$	(5,000	)

Weighted average number of shares outstanding:
Basic⁽¹⁾		9,520,413			8,625,000			9,285,767			8,134,146
Diluted		40,625,000			8,625,000			32,068,223			8,134,146

Net income (loss) per common share:
Basic	$	0.03		$	(0.00	)	$	0.04		$	(0.00	)
Diluted	$	0.01		$	(0.00	)	$	0.01		$	(0.00	)

	Class A Common Stock						Class F Common Stock						Additional Paid-in			Retained Earnings (Accumulated			Stockholders'
	Shares			Amount			Shares			Amount			Capital			Deficit)			Equity
Balance at December 31, 2016		-		$	-			8,625,000		$	863		$	24,137		$	(5,000	)	$	20,000
Sale of Class A common stock to public		32,500,000			3,250			-			-			324,996,750			-			325,000,000
Forfeiture of Class F common stock to Sponsor		-			-			(500,000	)		(50	)		50			-			-
Sale of 15,500,000 Private Placement Warrants		-			-			-			-			7,750,000			-			7,750,000
Offering costs		-			-			-			-			(16,824,469	)		-			(16,824,469	)
Class A common stock subject to possible redemption		(31,132,810	)		(3,113	)		-			-			(311,324,987	)		-			(311,328,100	)
Net income		-			-			-			-			-			382,570			382,570
Balance at September 30, 2017		1,367,190		$	137			8,125,000		$	813		$	4,621,481		$	377,570		$	5,000,001

	Nine Months Ended			Period from March 10, 2016 (inception) through
	September 30, 2017			September 30, 2016
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	382,570		$	(5,000	)
Changes in prepaid expenses		(153,639	)		-
Changes in accounts payable and accrued expenses		187,502			5,000
Changes in due to affiliate		71,034			-
Interest earned in Trust Account		(1,509,443	)		-
Net cash used in operating activities		(1,021,976	)		-

Cash flows from investing activities:
Cash deposited in Trust Account		(325,000,000	)		-
Interest income released from Trust Account for taxes		680,000			-
Net cash used in investing activities		(324,320,000	)		-

Cash flows from financing activities:
Proceeds from sale of Class A common stock to public		325,000,000			-
Proceeds from sale of Class F common stock to the Sponsor		-			25,000
Proceeds from sale of Private Placement Warrants		7,750,000			-
Note payable borrowings and advance		75,000			200,000
Note payable payment		(275,000	)		-
Payment of offering costs		(6,420,089	)		(151,750	)
Net cash provided by financing activities		326,129,911			73,250

Increase in cash		787,935			73,250
Cash at beginning of period		65,620			-
Cash at end of period	$	853,555		$	73,250

Supplemental disclosure of non-cash financing activities:
Deferred underwriting commissions	$	10,250,000		$	-

	September 30, 2017		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Investments in money market fund held in Trust Account	$	325,731,357	$	325,731,357	$	-	$	-
Total	$	325,731,357	$	325,731,357	$	-	$	-