UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2018
NRC GROUP HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38119 | | 81-4838205 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
3500 Sunrise Highway, Suite 200, Building 200 Great River, New York | | 11739 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (631) 224-9141
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 9.01 | Financial Statements and Exhibits. |
In connection with the previously announced acquisition of Quail Run Services, LLC (“Quail Run”), NRC Group Holdings Corp. (the “Registrant”) hereby files the following financial information in accordance with Rule 3-05 of Regulation S-X.
(a) Financial Statements of Businesses Acquired
The audited financial statements of Quail Run as of and for the years ended December 31, 2017 and 2016, together with the notes thereto, are included in this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and incorporated herein by reference.
The unaudited financial statements of Quail Run as of September 30, 2018 and 2017 and for the nine months ended September 30, 2018 and 2017, together with the notes thereto, are included in this Current Report as Exhibit 99.2 and incorporated herein by reference.
(b) Pro Forma Financial Information
Unaudited pro forma condensed combined financial information, together with the notes thereto, are included in this Current Report as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits.
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | NRC GROUP HOLDINGS CORP. |
| | | |
| Date: December 17, 2018 | By: | /s/ Joseph Peterson |
| | | Joseph Peterson |
| | Title: | Chief Financial Officer |
