Filed Pursuant to Rule 424(b)(3)
Registration No. 333-228664
PROSPECTUS
U.S. Well Services, Inc.
Primary Offering of
24,000,000 shares of Class A Common Stock
Issuable Upon Exercise of Warrants
Secondary Offering of
68,799,924 shares of Class A Common Stock and
15,500,000 Warrants to Purchase Class A Common Stock
This prospectus relates to the issuance by us of up to 24,000,000 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”). Of these shares:
•
16,250,000 shares are issuable upon the exercise of warrants that were issued in our initial public offering pursuant to a prospectus dated March 9, 2017 (the “Public Warrants”); and
•
7,750,000 shares are issuable upon the exercise of warrants initially issued to Matlin & Partners Acquisition Sponsor LLC (“M&P LLC”) and Cantor Fitzgerald & Co. (“Cantor”) in private placements that occurred simultaneously with our initial public offering (the “Private Placement Warrants” and collectively with the Public Warrants, the “warrants”).
Each warrant entitles the holder thereof to purchase one-half of one share of our Class A common stock for an exercise price of $5.75 per half share ($11.50 per whole share). Warrants are exercisable only for a whole number of shares of Class A common stock. We will receive the proceeds from the exercise of the warrants, but not from the sale of the underlying shares of Class A common stock.
In addition, the selling securityholders identified in this prospectus may, from time to time in one or more offerings, offer and sell up to 68,799,924 shares of our Class A common stock, of which:
•
5,150,000 shares were issued in a private placement prior to our initial public offering;
•
13,532,331 shares were issued as partial consideration in connection with our business combination with USWS Holdings LLC (“USWS Holdings”) which we completed on November 9, 2018 (the “Business Combination”);
•
14,546,755 shares are issuable upon the exchange of an equal number of units (the “USWS Units”) representing limited liability company interests in USWS Holdings, our majority-owned subsidiary, together with a corresponding number of shares of our Class B common stock, par value $0.0001 per share (the “Class B common stock”);
•
27,754,336 shares were issued in private placements in connection with the Business Combination;
•
66,502 shares were purchased by M&P LLC in connection with the closing of the Business Combination (the “Closing”); and
•
7,750,000 shares are issuable upon the exercise of Private Placement Warrants.
The selling securityholders may also, from time to time in one or more offerings, offer and sell up to 15,500,000 Private Placement Warrants.
We will not receive any proceeds from the sale of our Class A common stock or Private Placement Warrants by selling securityholders, but we are required to pay certain offering fees and expenses in connection with the registration of the selling securityholders’ securities and to indemnify certain selling securityholders against certain liabilities.
This prospectus describes the general manner in which these securities may be offered and sold. If necessary, the specific manner in which these securities may be offered and sold will be described in one or more supplements to this prospectus. Any prospectus supplement may add, update or change information contained in this prospectus. You should carefully read this prospectus, and any applicable prospectus supplement, as well as the documents incorporated by reference herein or therein before you invest in any of our securities.
The selling securityholders may offer and sell our Class A common stock or Private Placement Warrants to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. In addition, certain selling securityholders may offer and sell these securities from time to time, together or separately. If the selling securityholders use underwriters, dealers or agents to sell such securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of those securities and the net proceeds any selling securityholders expect to receive from that sale will also be set forth in a prospectus supplement.
Our Class A common stock and our Public Warrants are listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the symbols “USWS” and “USWSW,” respectively. On December 17, 2018, the closing price of our Class A common stock and Public Warrants were $7.54 and $0.60, respectively. The Private Placement Warrants are not listed on any exchange. We expect that the Private Placement Warrants will trade alongside the Public Warrants on Nasdaq once the registration statement of which this prospectus forms a part becomes effective.
See the section entitled “Risk Factors” beginning on page
4 of this prospectus and any similar section contained in any applicable prospectus supplement to read about factors you should consider before buying our securities.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and are subject to reduced public company reporting requirements. See “Risk Factors.”
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 20, 2018