| Item 2.02 | Results of Operations and Financial Condition. |
This Current Report on Form 8-K provides a pro forma condensed combined statement of operations of Expro Group Holdings N.V. (formerly known as “Frank’s International N.V.”), a public company organized under the laws of the Netherlands (the “Company”), for the year ended December 31, 2021, as described in Item 9.01 below and which is incorporated into this Item 2.02 by reference, giving effect to the merger of Expro Group Holdings International Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Legacy Expro”), with New Eagle Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of the Company (“Merger Sub”), in accordance with the terms of the Agreement and Plan of Merger dated as of March 10, 2021 (the “Merger Agreement”) by and among the Company, Legacy Expro and Merger Sub, as if it had been consummated on January 1, 2021. Pursuant to the Merger Agreement, Legacy Expro merged with and into Merger Sub, with Merger Sub continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”).
In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.
The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Pro Forma Statement of Operations
This Current Report on Form 8-K provides a pro forma condensed combined statement of operations of the Company for the year ended December 31, 2021, as described in Item 9.01 below, which is incorporated into this Item 8.01 by reference.
Registration Statement
On or about the date of this Current Report on Form 8-K, the Company intends to file a Registration Statement on Form S-3 (the “Registration Statement”) relating to the registration of an indeterminate amount of the Company’s common stock, €0.06 nominal value, and other securities described therein, to be offered by the Company or selling securityholders identified in a prospectus supplement.
The Registration Statement will incorporate this Current Report on Form 8-K by reference, including (i) the audited historical financial statements of Frank’s International N.V., (ii) the unaudited interim historical financial statements of Frank’s International N.V. and (iii) the pro forma condensed combined statement of operations of the Company, as described in Item 9.01.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
The audited consolidated financial statements of Frank’s International N.V. as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020, and the report of KPMG LLP, independent registered public accounting firm, are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of Frank’s International N.V. as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 are filed as Exhibit 99.2 and are incorporated herein by reference.
