Item 8.01 Other Events.
On June 21, 2022, U.S. Well Services, Inc. (the Company), ProFrac Holding Corp. (ProFrac) and Thunderclap Merger
Sub I, Inc., an indirect subsidiary of ProFrac (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the
Company surviving as an indirect subsidiary of ProFrac, subject to the terms and conditions set forth in the Merger Agreement. The transaction has been unanimously approved by the boards of directors of both the Company and ProFrac.
On June 21, 2022, the Company and ProFrac issued a joint press release announcing the execution of the Merger Agreement. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information About the Merger
In connection with the proposed Merger, ProFrac will prepare and file with the U.S. Securities and Exchange Commission (the SEC) a
registration statement on Form S-4 containing a proxy statement/prospectus jointly prepared by the Company and ProFrac, and other related documents. The proxy statement/prospectus will contain important
information about the proposed Merger and related matters. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY 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 MERGER.
Stockholders of the Company may obtain free copies of the registration statement, the proxy 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 Companys website at www.uswellservices.com and ProFracs 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 Relating to the Merger
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 Merger. Information regarding the officers and directors of the Company is included in the Companys 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 Companys Current Report on Form 8-K filed with the SEC on May 4, 2022. Information regarding the
officers and directors of ProFrac is included in ProFracs 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 Merger.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and in the joint press release attached hereto as
Exhibit 99.1 may be considered forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, the reader can identify forward-looking
statements by words such as may, should, expect, intend, will, estimate, anticipate, believe, predict, or similar words. Forward-looking
statements relate to future events or the Companys future financial or operating performance. These forward-looking statements include, among other things, statements regarding: the expected benefits of the Merger, including any resulting
synergies, competitive advantages, expanded active fleet portfolio, increased profits, cost savings, access to and rights in acquired intellectual property, supply chain expertise and commercial opportunities; the anticipated timing of the Merger;
the likelihood and ability of the parties to successfully consummate the proposed transaction; the services offered by the Company and ProFrac; the markets in which the Company and ProFrac operate; business strategies, debt levels, industry
environment and growth opportunities; and the projected value of operational synergies, including value expected to result from overhead cost reductions and enhanced supply chain expertise. Such forward-looking statements are based upon assumptions
made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause
actual results to differ materially from current expectations include, but are not limited to, the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the price of the Companys securities; the
failure to satisfy the conditions to the