National Energy Services Reuni SEC Filings

National Energy Services Reunited Corp has received SEC Notice of Effectiveness for their Form F-4 registration statement (File No. 333-287661), which became effective on June 24, 2025 at 4:00 P.M.

Form F-4 typically indicates one of the following significant corporate actions:

• Registration of securities for foreign private issuers in connection with business combinations
• Exchange offers
• Mergers and acquisitions involving foreign companies

This effectiveness notice for the F-4 filing suggests that NESR (trading warrants under symbol NESRW) has received regulatory approval to proceed with their proposed corporate transaction. Investors should review the full F-4 document for detailed information about the specific transaction structure, terms, and potential impact on their securities.

National Energy Services Reunited Corp (NESRW) has filed Amendment No. 1 to its Schedule TO regarding a tender offer for its outstanding warrants. The company is offering 0.10 Ordinary Shares in exchange for each outstanding warrant tendered by holders.

Simultaneously, the company is conducting a Consent Solicitation seeking approval to amend the Warrant Agreement dated May 11, 2017. The proposed amendment would allow the company to require mandatory conversion of remaining warrants into 0.09 Ordinary Shares after the tender offer closes - a 10% lower ratio than the voluntary exchange offer.

Key updates in this amendment:

• References an amended Registration Statement on Form F-4 filed June 23, 2025
• Replaces the original Prospectus/Offer to Exchange from May 30, 2025
• Requires approval from holders of majority of outstanding warrants

National Energy Services Reunited Corp. (NESR) has filed Amendment No. 1 to its Form F-4 to launch a warrant exchange offer and related consent solicitation.

• Offer terms: Holders of the 35,540,380 publicly-traded warrants (ticker NESRW) may tender each warrant for 0.10 NESR ordinary shares. No cash is paid; fractional share entitlements will be rounded up to the next whole share.
• Consent solicitation: By tendering, holders also consent to amend the May 11 2017 Warrant Agreement so the company can force-convert any untendered warrants at 0.09 shares per warrant—a 10 % lower ratio.
• Support already secured: Parties owning approximately 54.78 % of outstanding warrants, including the CEO Sherif Foda and director Antonio Campo Mejia, have signed a Tender and Support Agreement to exchange and consent, effectively assuring approval of the amendment (majority threshold).
• Timing: The offer expires 11:59 p.m. ET on 30 June 2025, unless extended. Withdrawal rights last until the same deadline.
• Conditions: No minimum tender requirement. Effectiveness is conditioned on the Form F-4 becoming effective. The company may withdraw the offer if other stated conditions fail.
• Listing impact: NESRW warrants remain listed on Nasdaq during the process but could be delisted if public float shrinks materially after completion.

Strategic rationale: Converting warrants cleans up the capital structure, removes an overhang that can pressure the share price, and simplifies future financing. The maximum share issuance—about 3.55 million shares (or 3.20 million on forced conversion)—represents dilution but gives finality to potential future exercises at higher dilution multiples.

NESR’s board approved the transactions but offers no recommendation; investors must weigh near-term dilution against potential long-term benefits of eliminating high-leverage derivative securities.