National Energy Services Reunited Corp F-4/A, filed Jun 23, 2025

National Energy Services Reunited Corp. (NESR)

F-4/A 2025-06-23

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		Page
ABOUT THIS PROSPECTUS/OFFER TO EXCHANGE		ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		iii
CERTAIN DEFINED TERMS		iv
SUMMARY		1
RISK FACTORS		5
THE OFFER AND CONSENT SOLICITATION		8
MARKET INFORMATION, DIVIDENDS AND RELATED SHAREHOLDER MATTERS		17
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		20
DESCRIPTION OF AUTHORIZED SHARES AND ISSUED SHARES AND CHARTER		25
LEGAL MATTERS		31
EXPERTS		32
ENFORCEABILITY OF CIVIL LIABILITIES		33
WHERE YOU CAN FIND MORE INFORMATION		34
FORM OF AMENDMENT TO WARRANT AGREEMENT		A-1

	●	changing commodity prices, market volatility and other market trends that affect our customers’ demand for our services;

	●	public health crises and other catastrophic events;

	●	the level of capital spending by our customers;

	●	political, market, financial and regulatory risks, including those related to the geographic concentration of our operations and customers;

	●	our operations, including maintenance, upgrades and refurbishment of our assets, may require significant capital expenditures, which may or may not be available to us;

	●	operating hazards inherent in our industry and the ability to secure sufficient indemnities and insurance;

	●	our ability to successfully integrate acquisitions;

	●	competition, including capital and technological advances;

	●	the approval of the Warrant Amendment and our ability to require that all outstanding Warrants be exchanged for Ordinary Shares;

	●	the exchange of Warrants for Ordinary Shares pursuant to the Offer, which will increase the number of Ordinary Shares eligible for future resale in the public market and result in dilution to our securityholders;

	●	the lack of a third party determination that the Offer or the Consent Solicitation is fair to holders of the Warrants; and

	●	other risks and uncertainties described in this Prospectus/Offer to Exchange, including those under the section entitled “Risk Factors,” as well as in the 2024 Form 20-F (defined below).

The Offer		Each Warrant holder who tenders Warrants for exchange pursuant to the Offer will receive 0.10 Ordinary Shares for each Warrant so exchanged. No fractional Ordinary Shares will be issued pursuant to the Offer. In lieu of issuing fractional Ordinary Shares, any holder of Warrants who would otherwise have been entitled to receive fractional Ordinary Shares pursuant to the Offer will, after aggregating all such fractional Ordinary Shares of such holder, receive one additional whole Ordinary Share in lieu of such fractional Ordinary Shares. Our obligation to complete the Offer is not conditioned on the receipt of a minimum number of tendered Warrants. Holders of the Warrants tendered for exchange will not have to pay any of the exercise price for the tendered Warrants in order to receive Ordinary Shares in the exchange. The Ordinary Shares issued in exchange for the tendered Warrants will be unrestricted and freely transferable, as long as the holder is not an affiliate of ours and was not an affiliate of ours within the three months prior to the proposed transfer of such Ordinary Shares. The Offer is being made to all Warrant holders except those holders who reside in states or other jurisdictions where an offer, solicitation or sale would be unlawful (or would require further action in order to comply with applicable securities laws).

The Consent Solicitation		In order to tender Warrants in the Offer and Consent Solicitation, holders are required to consent to an amendment to the Warrant Agreement governing the Warrants as set forth in the Warrant Amendment attached as Annex A to this Prospectus/Offer to Exchange. If approved, the Warrant Amendment would permit the Company to require that all Warrants that are outstanding upon the closing of the Offer be converted into Ordinary Shares at a ratio of 0.09 Ordinary Shares per Warrant (a ratio which is 10% less than the exchange ratio applicable to the Offer). Upon such conversion, no Warrants will remain outstanding.

Purpose of the Offer and Consent Solicitation		The purpose of the Offer and Consent Solicitation is to attempt to simplify our capital structure and reduce the potentially dilutive impact of the Warrants. See “The Offer and Consent Solicitation—Background and Purpose of the Offer and Consent Solicitation.”

Offer Period		The Offer and Consent Solicitation will expire on the Expiration Date, which is 11:59 p.m., Eastern Time, on June 30, 2025, or such later time and date to which we may extend. All Warrants tendered for exchange pursuant to the Offer and Consent Solicitation, and all required related paperwork, must be received by the exchange agent by the Expiration Date, as described in this Prospectus/Offer to Exchange. If the Offer Period is extended, we will make a public announcement of such extension by no later than 9:00 a.m., Eastern Time, on the next business day following the Expiration Date as in effect immediately prior to such extension. We may withdraw the Offer and Consent Solicitation only if the conditions of the Offer and Consent Solicitation are not satisfied or waived prior to the Expiration Date. Promptly upon any such withdrawal, we will return the tendered Warrants and the related consent to the Warrant Amendment will be revoked. We will announce our decision to withdraw the Offer and Consent Solicitation by disseminating notice by public announcement or otherwise as permitted by applicable law. See “The Offer and Consent Solicitation—General Terms—Offer Period.”

Amendments to the Offer and Consent Solicitation		We reserve the right at any time or from time to time to amend the Offer and Consent Solicitation, including by increasing or (if the conditions to the Offer are not satisfied) decreasing the exchange ratio of Ordinary Shares issued for every Warrant exchanged or by changing the terms of the Warrant Amendment. If we make a material change to the terms of the Offer and Consent Solicitation or the information concerning the Offer and Consent Solicitation, or if we waive a material condition of the Offer and Consent Solicitation, we will extend the Offer and Consent Solicitation to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Exchange Act. See “The Offer and Consent Solicitation—General Terms—Amendments to the Offer and Consent Solicitation.”

Conditions to the Offer and Consent Solicitation		The Offer is subject to customary conditions, including the effectiveness of the registration statement of which this Prospectus/Offer to Exchange forms a part and the absence of any action or proceeding, statute, rule, regulation or order that would challenge or restrict the making or completion of the Offer. The Offer is not conditioned upon the receipt of a minimum number of tendered Warrants. However, the Consent Solicitation is conditioned upon receiving the consent of holders of at least a majority of the number of the then outstanding Warrants (which is the minimum number required to amend the Warrant Agreement with respect to the Warrants). We may waive some of the conditions to the Offer. See “The Offer and Consent Solicitation—General Terms—Conditions to the Offer and Consent Solicitation.” We will not complete the Offer and Consent Solicitation unless and until the registration statement described above is effective. If the registration statement is not effective at the Expiration Date, we may, in our discretion, extend, suspend or cancel the Offer and Consent Solicitation, and will inform Warrant holders of such event.

Withdrawal Rights		If you tender your Warrants for exchange and change your mind, you may withdraw your tendered Warrants and automatically revoke the related consent to the Warrant Amendment at any time prior to the Expiration Date, as described in greater detail in the section entitled “The Offer and Consent Solicitation Withdrawal Rights.” If the Offer Period is extended, you may withdraw your tendered Warrants and automatically revoke the related consent to the Warrant Amendment at any time until the extended Expiration Date. In addition, tendered Warrants may be withdrawn by you at any time after the expiration of forty business days from the commencement of the Offer, if the Warrants have not yet been accepted by us for exchange.

Federal and State Regulatory Approvals		Other than compliance with the applicable federal and state securities laws, no federal or state regulatory requirements must be complied with and no federal or state regulatory approvals must be obtained in connection with the Offer and Consent Solicitation.

Absence of Appraisal or Dissenters’ Rights		Holders of Warrants do not have any appraisal or dissenters’ rights under applicable law in connection with the Offer and Consent Solicitation.

U.S. Federal Income Tax Consequences of the Offer to U.S. Holders		For a U.S. Holder (as defined below in “Material U.S. Federal Income Tax Considerations”) of Warrants who participates in the Offer, we intend to treat such U.S. Holder’s exchange of Warrants for our Ordinary Shares in the Offer as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code pursuant to which, subject to the discussion of the PFIC rules below under “Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules,” (i) such U.S. Holder should not recognize any gain or loss on the exchange of Warrants for Ordinary Shares, (ii) such U.S. Holder’s aggregate tax basis in our Ordinary Shares received in the exchange should equal the U.S. Holder’s aggregate tax basis in such U.S. Holder’s Warrants surrendered in the exchange and (iii) such U.S. Holder’s holding period for our Ordinary Shares received in the exchange should include the U.S. Holder’s holding period for the surrendered Warrants. However, because there is a lack of direct legal authority regarding the U.S. federal income tax consequences of the exchange of Warrants for our Ordinary Shares, there can be no assurance in this regard and alternative characterizations are possible by the IRS or a court, including ones that would require U.S. Holders to recognize taxable income. Although not free from doubt, if the Warrant Amendment is approved, we intend to treat all Warrants not exchanged for Ordinary Shares in the Offer as having been exchanged for “new” Warrants pursuant to the Warrant Amendment and to treat such deemed exchange as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code pursuant to which, subject to the discussion of the PFIC rules below under “Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules,” (i) a U.S. Holder of such Warrants should not recognize any gain or loss on the deemed exchange of Warrants for “new” Warrants, (ii) such U.S. Holder’s aggregate tax basis in the “new” Warrants deemed to be received in the exchange should equal the U.S. Holder’s aggregate tax basis in such U.S. Holder’s existing Warrants surrendered in the exchange, and (iii) such U.S. Holder’s holding period for the “new” Warrants deemed to be received in the exchange should include the U.S. Holder’s holding period for the surrendered Warrants. Because there is a lack of direct legal authority regarding the U.S. federal income tax consequences of the deemed exchange of Warrants for “new” Warrants pursuant to the Warrant Amendment, there can be no assurance in this regard and alternative characterizations by the IRS or a court are possible, including ones that would require U.S. Holders to recognize taxable income. See “Material U.S. Federal Income Tax Considerations.”

No Recommendation		None of our Board, our management, our affiliates, the dealer manager, the exchange agent, the information agent or any other person makes any recommendation on whether you should tender or refrain from tendering all or any portion of your Warrants or consent to the Warrant Amendment, and no one has been authorized by any of them to make such a recommendation.

Risk Factors		For risks related to the Offer and Consent Solicitation, please read the section entitled “Risk Factors” beginning on page 5 of this Prospectus/Offer to Exchange.

Exchange Agent		The depositary and exchange agent for the Offer and Consent Solicitation is:

	●	the registration statement, of which this Prospectus/Offer to Exchange forms a part, shall have become effective under the Securities Act, and shall not be the subject of any stop order or proceeding seeking a stop order;

	●	no action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, shall have been threatened, instituted or pending before any court, authority, agency or tribunal that directly or indirectly challenges the making of the Offer, the tender of some or all of the Warrants pursuant to the Offer or otherwise relates in any manner to the Offer;

	●	there shall not have been any action threatened, instituted, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or Consent Solicitation or us, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might, directly or indirectly, (i) make the acceptance for exchange of, or exchange for, some or all of the Warrants illegal or otherwise restrict or prohibit completion of the Offer or Consent Solicitation, or (ii) delay or restrict our ability, or render us unable, to accept for exchange or exchange some or all of the Warrants; and

	●	there shall not have occurred (i) any general suspension of trading in securities in U.S. securities or financial markets; (ii) a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States; (iii) any limitation (whether or not mandatory) by any government or governmental, regulatory or administrative authority, agency or instrumentality, domestic or foreign, or other event that, in our reasonable judgment, would or would be reasonably likely to affect the extension of credit by banks or other lending institutions; or (iv) a natural disaster, an outbreak of a pandemic, or a commencement or significant worsening of a war or armed hostilities or other national or international calamity, including but not limited to, catastrophic terrorist attacks against the United States or its citizens.

	●	the exchange agent must receive, prior to the Expiration Date a properly transmitted Agent’s Message (as defined herein); or

	●	the exchange agent must receive, prior to the Expiration Date, as applicable, a timely confirmation of book-entry transfer of such Warrants into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below.

	●	inform your nominee of your interest in tendering your Warrants pursuant to the Offer and Consent Solicitation; and

	●	instruct your nominee to tender all Warrants you wish to be tendered in the Offer and Consent Solicitation into the exchange agent’s account at DTC in accordance with DTC’s procedure for transfer at or prior to the Expiration Date.

	●	the tender is made by or through a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Exchange Act (an “*Eligible Institution*”);

	●	the exchange agent receives by hand, mail, overnight courier, facsimile or electronic mail transmission, prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided with this Prospectus/Offer to Exchange, with signatures guaranteed by an Eligible Institution; and

	●	a confirmation of a book-entry transfer into the exchange agent’s account at DTC of all Warrants delivered electronically (and an Agent’s Message in accordance with ATOP) must be received by the exchange agent within two days that NYSE is open for trading after the date the exchange agent receives such Notice of Guaranteed Delivery.

Name	Aggregate Number of Warrants Beneficially Owned		Percentage of Warrants Beneficially Owned⁽¹⁾
Sherif Foda		4,193,180		11.8	%
Antonio J. Campo Mejia		2,000,000		5.6	%
Olayan Financing Company		3,000,000		8.4	%

	●	Financial institutions or financial services entities;

	●	broker-dealers;

	●	taxpayers that are subject to the mark-to-market accounting rules with respect to our Ordinary Shares or Warrants;

	●	persons required to accelerate the recognition of any item of gross income with respect to our Ordinary Shares or Warrants as a result of such income being recognized on an applicable financial statement; tax-exempt entities;

	●	governments or agencies or instrumentalities thereof;

	●	insurance companies;

	●	mutual funds;

	●	pension plans;

	●	individual retirement accounts or other tax-deferred accounts;

	●	regulated investment companies or real estate investment trusts;

	●	partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes);

	●	U.S. expatriates or former long-term residents of the United States; persons that directly, indirectly or constructively own ten percent or more (by vote or value) of our capital stock;

	●	S corporations;

	●	trusts and estates;

	●	persons that acquired their Warrants pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

	●	persons that hold Ordinary Shares or Warrants as part of a straddle, constructive sale, constructive ownership transaction, hedging, wash sale, synthetic security, conversion or other integrated or similar transaction;

	●	U.S. Holders whose functional currency is not the U.S. dollar; or

	●	“controlled foreign corporations,” “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax.

	●	an individual who is a citizen or resident of the United States;

	●	a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;

	●	an estate whose income is subject to U.S. federal income tax regardless of its source; or

	●	a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

	●	full capacity to carry on or undertake any business or activity, do any act or enter into any transactions; and
	●	for the purpose of the bullet above, full rights, powers and privileges.

	●	Ordinary shares of no par value (Ordinary Shares)
	●	Class A preferred shares of no par value (Class A Preferred Shares)
	●	Class B preferred shares of no par value (Class B Preferred Shares)
	●	Class C preferred shares of no par value (Class C Preferred Shares)
	●	Class D preferred shares of no par value (Class D Preferred Shares)
	●	Class E preferred shares of no par value (Class E Preferred Shares and together with the Class A Preferred Shares, the Class B Preferred Shares, Class C Preferred Shares and the Class D Preferred Shares being referred to as the Preferred Shares)

	●	the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

	●	is final and for a liquidated sum;

	●	the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;

	●	in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

	●	recognition or enforcement of the judgment in the BVI would not be contrary to public policy; and

	●	the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

	●	our annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on March 28, 2025;

	●	our current reports on Form 6-K filed with the SEC on June 3, 2025 and June 13, 2025; and

	●	the description of the securities contained in Exhibit 2.5 in our annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the SEC on December 29, 2023.

NATIONAL ENERGY SERVICES REUNITED CORP.

By:
Name:	Sherif Foda
Title:	Chief Executive Officer and Chairman of the Board

CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

as Warrant Agent

By:
Name:
Title:

Exhibit Number		Description

2.1		Specimen Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-217006) filed on April 25, 2017).

2.2		Specimen Warrant Certificate (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A (File No. 333-217006) filed on April 25, 2017).

2.3		Warrant Agreement, dated May 11, 2017, by and between the Company and Continental Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-38091) filed on May 17, 2017.

2.4		Consent Agreement, dated November 29, 2018, by and among Mubbadrah Investments LLC, Hilal Al Busaidy, Yasser Said Al Barami and the Company (incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form F-3 (File No. 333-229801) filed on February 22, 2019).

2.5		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 2.5 to the Company’s Annual Report on Form 20-F (File No. 001-38091) filed on December 29, 2023).

3.1		Memorandum and Articles of Association, as amended and restated (incorporated herein by reference to Exhibit 99.2 to the Company’s Periodic Report on Form 6-K (File No. 001-38091) filed on May 21, 2024).

4.1		Relationship Agreement, dated June 5, 2018, by and between the Company, NESR Holdings Limited and Hana Investments Co. WLL (incorporated herein by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K (File No. 001-38091) filed on June 12, 2018).

4.2		Registration Rights Agreement, dated June 5, 2018, by and between the Company and Hana Investments Co. WLL (incorporated herein by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K (File No. 001-38091) filed on June 12, 2018).

4.3		Relationship Agreement, dated June 6, 2018, by and between the Company and AL Nowais Investments LLC. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38091) filed on June 12, 2018).

4.4		Amended and Restated Registration Rights Agreement, dated June 6, 2018, by and among the Company, NESR Holdings Ltd., Al Nowais Investments LLC, and NESR SPV Limited (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-38091) filed on June 12, 2018).

4.5		National Energy Services Reunited Corp. Amended and Restated 2018 Long Term Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-280902) filed on July 19, 2024).

5.1		Opinion of Ogier as to the validity of Ordinary Shares**

8.1		Tax Opinion of Allen Overy Shearman Sterling US LLP as to U.S. tax matters**

10.1		Form of Dealer Manager Agreement**

10.2		Tender and Support Agreement, dated May 19, 2025, by and between the Company and the participating Warrant Holders**

21.1		Subsidiaries of National Energy Services Reunited Corp (incorporated herein by reference to Exhibit 8.1 to the Company’s Annual Report on Form 20-F (File No. 001-38091) filed on March 28, 2025).

23.1		Consent of Grant Thornton Audit and Accounting Limited (Dubai Branch)*

23.2		Consent of Ogier (included as part of Exhibit 5.1)**

23.3		Consent of Allen Overy Shearman Sterling US LLP (included as part of Exhibit 8.1)**

24.1		Power of Attorney (included in the signature page to this Form F-4 Registration Statement)**

99.1		Form of Notice of Guaranteed Delivery**

107		Filing Fee Table**

National Energy Services Reunited Corp.

By:	/s/ Stefan Angeli
Name:	Stefan Angeli
Title:	Chief Financial Officer

Signature	Title	Date

*	Chief Executive Officer and Chairman of the Board	June 23, 2025
Sherif Foda	(principal executive officer)

/s/ Stefan Angeli	Chief Financial Officer	June 23, 2025
Stefan Angeli	(principal financial and accounting officer)

*	Lead Independent Director	June 23, 2025
Antonio J. Campo Mejia

	Independent Director
Yousef Al Nowais

*	Independent Director	June 23, 2025
Andrew Waite

*	Independent Director	June 23, 2025
Anthony (Tony) R. Chase

*	Independent Director	June 23, 2025
Lisa Pollina

*By:	/s/ Stefan Angeli
Name:	Stefan Angeli
Title:	Attorney-in-Fact