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Published: 2022-05-25 06:59:26 ET
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1 )

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 25, 2022 (February 24, 2022)
TARGET HOSPITALITY CORP.
(Exact Name of Registrant as Specified in Its Charter)

001-38343
(Commission File Number)

Delaware
98-1378631
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

9320 Lakeside Blvd., Suite 300
The Woodlands, Texas 77381
(Address of principal executive offices, including zip code)

(800) 832-4242
(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common stock, par value $0.0001 per share
TH
The Nasdaq Capital Market
Warrants to purchase common stock
THWWW
The Nasdaq Capital Market

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. ☐


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Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2022, Target Hospitality Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) announcing James B. Archer’s intent to resign as President and Chief Executive Officer of the Company and as a member of the Company’s Board of Directors (the “Board”). On May 24, 2022, following discussions with the Board, Mr. Archer notified the Company that he will not resign from his positions with the Company, as previously disclosed, and he will continue to serve as President and Chief Executive Officer of the Company and as a member of the Board. The Company announced Mr. Archer’s decision in its May 25, 2022 press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Company is filing this Amendment No. 1 on Form 8-K/A to amend the Original Filing to include the information set forth in this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.
 
Exhibit Description

2
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
Target Hospitality Corp.
 
 
 
By:
/s/ Heidi D. Lewis
Dated: May 25, 2022
 
Name: Heidi D. Lewis
 
 
Title: Executive Vice President, General Counsel and Secretary
 
 




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