UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIESEXCHANGE ACT OF 1934
Forthe month of July 2025
CommissionFile Number: 001-38091
NATIONALENERGY SERVICES REUNITED CORP.
(Exactname of Registrant as specified in its charter)
NotApplicable
(Translationof registrant’s name into English)
777Post Oak Blvd., Suite 730
Houston,Texas 77056
(Addressof principal executive office)
Indicateby check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form40-F ☐
Indicateby check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicateby check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Theinformation and related exhibits contained in this Report on Form 6-K are hereby incorporated by reference into National Energy ServicesReunited Corp.’s Registration Statement on Form S-8 (File No. 333-280902).
INFORMATIONCONTAINED IN THIS FORM 6-K REPORT
Completionof Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants
OnJuly 3, 2025, National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”), issueda press release announcing the closing of its previously announced exchange offer (the “Offer”) and consentsolicitation (the “Consent Solicitation”) relating to its outstanding warrants (the “Warrants”)to purchase ordinary shares of the Company, no par value (the “Ordinary Shares”), to receive 0.10 OrdinaryShares in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the Offer. The Warrants trade on theNasdaq Capital Market under the symbol “NESRW.”
TheOffer and Consent Solicitation expired at 11:59 P.M., Eastern Time on June 30, 2025. The Company has been advised that a total of 34,136,353Warrants, or approximately 96.05% of the outstanding Warrants were validly tendered and not validly withdrawn in the Offer andConsent Solicitation, and therefore such Warrants consented to the Warrant Amendment (as defined below). Because consents were receivedfrom holders of more than 50% of the Company’s outstanding Warrants, the Warrant Amendment was approved.
TheCompany also announced that it intends to exchange all remaining untendered Warrants in accordance with the terms of the warrant agreement,as amended by the warrant amendment dated July 3, 2025 (the “Warrant Amendment”), by and between the Companyand Continental Stock Transfer & Trust Company (the “Warrant Agent”), which governs the Warrants (the “WarrantAgreement”).
TheWarrant Amendment amends the Warrant Agreement to provide the Company with the right to elect to mandatorily exchange the Company’sremaining outstanding Warrants for Ordinary Shares at an exchange ratio of 0.09 Ordinary Shares for each Warrant, which is a ratio 10%less than the exchange ratio applicable to the Offer. Pursuant to the Warrant Amendment, the Company has the right to require the exchangeof not less than all of the Warrants at any time while such Warrants are exercisable and prior to their expiration upon notice to theregistered holders of the outstanding Warrants at least fifteen days prior to the date of exchange fixed by the Company.
TheCompany will exercise its right to exchange all remaining outstanding Warrants for Ordinary Shares in accordance with the terms of theWarrant Amendment and has fixed July 18, 2025 as the exchange date.
Theforegoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed asExhibit 10.1 to this Current Report on Form 6-K and is incorporated by reference herein.
Acopy of the press release announcing the settlement of the Offer and the Company’s exercise of its rights to exchange the untenderedWarrants is attached as Exhibit 99.1 and is incorporated by reference herein.
Thefollowing exhibits are being filed herewith:
| 2 |
SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on itsbehalf by the undersigned hereunto duly authorized.
| NATIONAL ENERGY SERVICES REUNITED CORP. | ||
| Date: July 3, 2025 | By: | /s/ Stefan Angeli |
| Name: | Stefan Angeli | |
| Title: | Chief Financial Officer | |
| 3 |