Item 2.02 Results of Operations and Financial Condition.
On August 10, 2022, U.S. Well Services, Inc., (the "Company") issued a press
release announcing financial and operational results for the second quarter
ended June 30, 2022. A copy of the release is furnished herewith as Exhibit
99.1, and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing
information, including Exhibit 99.1, shall not be deemed "filed" for the
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, nor
shall such information and Exhibit 99.1 be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended (the "Securities Act"),
or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Important Information for Investors and Stockholders
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. This communication relates to a proposed transaction between
the Company and ProFrac Holdings Corp. ("ProFrac"). In connection with this
proposed transaction, ProFrac will prepare and file with the SEC a registration
statement on Form S-4 containing a proxy statement/information
statement/prospectus jointly prepared by the Company and ProFrac, and other
related documents. The proxy statement/information statement/prospectus will
contain important information about the proposed transaction and related
matters. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/INFORMATION STATEMENT/PROSPECTUS (INCLUDING
ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY
THE COMPANY AND PROFRAC WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PROFRAC AND
THE PROPOSED TRANSACTION.
Stockholders of the Company may obtain free copies of the registration
statement, the proxy statement/information statement/prospectus and other
relevant documents filed by the Company and ProFrac with the SEC (if and when
they become available) through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by the Company and ProFrac with the SEC are also
available free of charge on the Company's website at www.uswellservices.com and
ProFrac's website at www.pfholdingscorp.com.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Participants in Solicitation
The Company and ProFrac and their respective executive officers and directors
may be deemed, under SEC rules, to be participants in the solicitation of
proxies in connection with the transaction. Information regarding the officers
and directors of the Company is included in the Company's Definitive Proxy
Statement on Schedule 14A filed with the SEC on April 20, 2022, as amended from
time to time, with respect to the 2022 Annual Meeting of Stockholders of the
Company and in the Company's Current Reports on Form 8-K filed with the SEC on
May 4, 2022 and May 23, 2022. Information regarding the officers and directors
of ProFrac is included in ProFrac's final prospectus relating to its initial
public offering (File No. 333-261255) declared effective by the SEC on May 12,
2022. More detailed information regarding the identity of the potential
participants, and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy materials and other materials to be
filed with the SEC in connection with the transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated August 10, 2022 announcing the earnings results
for the second quarter ended June 30, 2022.
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