US WELL SERVICES, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On July 18, 2022, American Well Services, LLC (“USWS”), a subsidiary of U.S. Well Services, Inc. (the “Company”), entered into a promissory note (the “Note”) in favor of Equify Financial, LLC, as a lender (“Equify”), which provides debt financing for certain equipment to be used by the USWS in the construction of an electric fracturing fleet (the “Equipment”). Among other things, Note:

  •   has a principal amount of $12,500,000,



  •   has a maturity date of August 1, 2027,



         •   is payable by USWS to Equify in equal monthly installments of
             principal in the amount of $208,334.00, together with all accrued and
             unpaid interest on the outstanding principal balance of the Note,
             commencing on September 1, 2022 and continuing thereafter until the
             maturity date, and



         •   bears interest at a rate per annum equal to the lesser of (i) the sum
             of (A) "prime rate" as published in the Wall Street Journal from time
             to time plus (B) 9.25%, and (ii) the maximum amount of interest
             allowed by applicable law.

The obligations of the USWS under the ticket are secured by a first lien in favor of Equify on the Equipment, as set forth in the agreement of security by the USWS in favor of Equify dated July 18, 2022 (the “Security Agreement”). In addition, the Company has entered into a guarantee (the “Guarantee”) pursuant to which it has guaranteed to Equify the full performance and payment of all debts owed by USWS to Equify.

Dan Wilk and Farris Wilktogether with certain of their affiliates (collectively, the “Wilks Parties”) collectively hold a controlling interest in
ProFrac Holdings Corp. (“ProFrac”) and in Equify. Certain Wilks Parties also hold certain securities of the Company. As previously announced, the June 21, 2022 the Company has entered into an agreement and a proposed merger with ProFrac and
Thunderclap Fusion Sub I, Inc.an indirect subsidiary of ProFrac (“Merger Sub”), pursuant to which and subject to the terms of the Agreement, Merger Sub will be merged into and into the Company, with the Company surviving as an indirect subsidiary of ProFrac.

The above summaries of the material terms of the Note and Warranty Agreement are not complete and are subject to and qualified in their entirety by reference to the full text of the Note, Warranty Agreement and Warranty. , which are filed as Attachment 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Important information for investors and shareholders

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell securities or a solicitation of any vote or approval. This communication concerns a proposed transaction between the Company and ProFrac. In connection with this proposed transaction, ProFrac will prepare and file with the SECOND 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 transaction and related matters. SHAREHOLDERS OF THE COMPANY ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND PROXY/PROSPECTUS (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS) AND OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY AND PROFRAC WITH THE SEC IF AND WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN INFORMATION ABOUT THE COMPANY, PROFRAC AND THE PROPOSED TRANSACTION.

Shareholders of the Company may obtain free copies of the registration statement, proxy statement/prospectus and other relevant documents filed by the Company and ProFrac with the SECOND (if and when they become available) through the website operated by the SECOND at www.sec.gov. Copies of documents filed by the Company and ProFrac with the SECOND are also available free of charge on the Company’s website at www.uswellservices.com and on ProFrac’s website at www.pfholdingscorp.com.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the recording. or qualification under titles. laws of such jurisdiction. No offer of securities may be made except by means of a prospectus satisfying the requirements of Article 10 of the Securities Law.

Participants in the solicitation

The Company and ProFrac and their respective officers and directors may be deemed, under SECOND rules, to participate in the solicitation of proxies in connection with the transaction. Information regarding the officers and directors of the company is included in the company’s definitive proxy statement on Schedule 14A filed with the SECOND on April 20, 2022as amended from time to time, with respect to the Company’s 2022 Annual Meeting of Shareholders and in the Company’s current Report on Form 8-K filed with the SECOND on
May 4, 2022. Information regarding ProFrac’s officers and directors is included in ProFrac’s final prospectus relating to its initial public offering (File No. 333-261255) declared effective by the SECOND on May 12, 2022. More detailed information regarding the identity of potential participants and their direct or indirect interests, by holding securities or otherwise, will be disclosed in the proxy documents and other documents to be filed with the SECOND in connection with the transaction.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Record

Information included or incorporated by reference in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 2.03 of this current report on Form 8-K.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.

Exhibit No.       Description

   10.1             Promissory Note, dated as of July 18, 2022, by U.S. Well
                  Services, LLC in favor of Equify Financial, LLC.

   10.2             Security Agreement, dated as of July 18, 2022, by U.S. Well
                  Services, LLC in favor of Equify Financial, LLC.

   10.3             Continuing Guaranty, dated as of July 18, 2022, by U.S. Well
                  Services, Inc. in favor of Equify Financial, LLC.

    104           Cover Page Interactive File (the cover page tags are embedded
                  within the Inline XBRL document).

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