UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of July 2025
Commission
File Number: 001-38091
NATIONAL
ENERGY SERVICES REUNITED CORP.
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of registrant’s name into English)
777
Post Oak Blvd., Suite 730
Houston,
Texas 77056
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form
40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
The
information and related exhibits contained in this Report on Form 6-K are hereby incorporated by reference into National Energy Services
Reunited Corp.’s Registration Statement on Form S-8 (File No. 333-280902).
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Completion
of Exchange Offer and Consent Solicitation and Notice to Exercise Right to Exchange Remaining Outstanding Warrants
On
July 3, 2025, National Energy Services Reunited Corp., a British Virgin Islands company (the “Company”), issued
a press release announcing the closing of its previously announced exchange offer (the “Offer”) and consent
solicitation (the “Consent Solicitation”) relating to its outstanding warrants (the “Warrants”)
to purchase ordinary shares of the Company, no par value (the “Ordinary Shares”), to receive 0.10 Ordinary
Shares in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the Offer. The Warrants trade on the
Nasdaq Capital Market under the symbol “NESRW.”
The
Offer and Consent Solicitation expired at 11:59 P.M., Eastern Time on June 30, 2025. The Company has been advised that a total of 34,136,353
Warrants, or approximately 96.05% of the outstanding Warrants were validly tendered and not validly withdrawn in the Offer and
Consent Solicitation, and therefore such Warrants consented to the Warrant Amendment (as defined below). Because consents were received
from holders of more than 50% of the Company’s outstanding Warrants, the Warrant Amendment was approved.
The
Company also announced that it intends to exchange all remaining untendered Warrants in accordance with the terms of the warrant agreement,
as amended by the warrant amendment dated July 3, 2025 (the “Warrant Amendment”), by and between the Company
and Continental Stock Transfer & Trust Company (the “Warrant Agent”), which governs the Warrants (the “Warrant
Agreement”).
The
Warrant Amendment amends the Warrant Agreement to provide the Company with the right to elect to mandatorily exchange the Company’s
remaining outstanding Warrants for Ordinary Shares at an exchange ratio of 0.09 Ordinary Shares for each Warrant, which is a ratio 10%
less than the exchange ratio applicable to the Offer. Pursuant to the Warrant Amendment, the Company has the right to require the exchange
of not less than all of the Warrants at any time while such Warrants are exercisable and prior to their expiration upon notice to the
registered holders of the outstanding Warrants at least fifteen days prior to the date of exchange fixed by the Company.
The
Company will exercise its right to exchange all remaining outstanding Warrants for Ordinary Shares in accordance with the terms of the
Warrant Amendment and has fixed July 18, 2025 as the exchange date.
The
foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as
Exhibit 10.1 to this Current Report on Form 6-K and is incorporated by reference herein.
A
copy of the press release announcing the settlement of the Offer and the Company’s exercise of its rights to exchange the untendered
Warrants is attached as Exhibit 99.1 and is incorporated by reference herein.
The
following exhibits are being filed herewith:
Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment No. 1 to Warrant Agreement, dated July 3, 2025 by and between the Company and Continental Stock Transfer & Trust Company. |
| |
|
|
| 99.1 |
|
Press Release, dated July 3, 2025. |
SIGNATURES
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.
| |
NATIONAL ENERGY SERVICES REUNITED CORP. |
| |
|
|
| Date:
July 3, 2025 |
By: |
/s/
Stefan Angeli |
| |
Name: |
Stefan
Angeli |
| |
Title: |
Chief
Financial Officer |
