Attached files

file filename
EX-99.3 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION - NRC GROUP HOLDINGS CORP.f8k121418ex99-3_nrcgrouphold.htm
EX-99.2 - UNAUDITED FINANCIAL STATEMENTS OF QUAIL RUN AS OF SEPTEMBER 30, 2018 AND 2017 AN - NRC GROUP HOLDINGS CORP.f8k121418ex99-2_nrcgrouphold.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS OF QUAIL RUN AS OF AND FOR THE YEARS ENDED DECEMBER - NRC GROUP HOLDINGS CORP.f8k121418ex99-1_nrcgrouphold.htm

 

  

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 9.01Financial 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.

 

Exhibit Number   Description
   
99.1*   Audited Financial Statements of Quail Run as of and for the years ended December 31, 2017 and 2016.
   
99.2*   Unaudited Financial Statements of Quail Run as of September 30, 2018 and 2017 and for the nine months ended September 30, 2018 and 2017.
     
99.3*   Unaudited Pro Forma Condensed Combined Financial Information

 

 

* 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