As filed with the Securities and Exchange

Commission on March 30, 2023

Registration No. 333-266465

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1993

 

 

ProFrac Holding Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1389		87-2424964
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

333 Shops Boulevard, Suite 301

Willow Park, Texas

(254) 776-3722

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Lance Turner

Chief Financial Officer

333 Shops Boulevard, Suite 301

Willow Park, Texas

(254) 776-3722

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to

Samuel P. Williams, Esq.

James E. Bedar, Esq.

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

(617) 856-8200

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act.  ☐

This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission (the “Commission”) in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of ProFrac Holding Corp. (File No. 333-266465), initially filed on August 2, 2022 and declared effective by the Commission on August 5, 2022 (the “Registration Statement”), is being filed as an exhibit-only filing solely to file (i) a consent of Grant Thornton LLP, filed herewith as Exhibit 23.6 (the “Grant Thornton Consent”), with respect to its report dated March 30, 2023 relating to the financial statements of ProFrac Holding Corp. contained in the Annual Report on Form 10-K of ProFrac Holding Corp. for the year ended December 31, 2022 and included in the Prospectus Supplement dated March 30, 2023 filed pursuant to Rule 424(b)(3), and (ii) a consent of KPMG LLP, filed herewith as Exhibit 23.7 (the “KPMG Consent”), with respect to its report dated March 22, 2023 relating to the consolidated financial statements of Flotek Industries, Inc., not included herein, which report appears in the March 30, 2023 annual report on Form 10-K of ProFrac Holding Corp. and in the Prospectus Supplement dated March 30, 2023 filed pursuant to Rule 424(b)(3). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Grant Thornton Consent and the KPMG Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.

Part II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

(a) Exhibits

The following exhibits are filed herewith or incorporated by reference herein:

 

10.15		First Amendment to Credit Agreement, dated as of July  25, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as the agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on July 29, 2022).
10.16^		Second Amendment to Term Loan Credit Agreement, dated as of November  1, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the guarantors party thereto, the lenders party thereto, and Piper Sandler Finance LLC, as the agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on November 1, 2022).
10.17^		Second Amendment to Credit Agreement, dated as of November  1, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as the agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on November 1, 2022).
10.18		Third Amendment, Consent and Limited Waiver to Term Loan Credit Agreement, dated as of December  30, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the guarantors party thereto, the lenders party thereto, and Piper Sandler Finance LLC, as the agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on January 6, 2023).
10.19		Third Amendment to Credit Agreement, dated as of December  30, 2022, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as the agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on January 6, 2023).
10.20		Fourth Amendment to Term Loan Credit Agreement, dated as of February  1, 2023, by and among ProFrac Holdings II, LLC, ProFrac Holdings, LLC, the guarantors party thereto, the lenders party thereto, and Piper Sandler Finance LLC, as the agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on February 2, 2023).
10.21		Subordinated Promissory Note among ProFrac Holdings II, LLC, as payor, and Equify Financial LLC, as payee, dated as of March  4, 2022 (incorporated by reference to Exhibit 10.11 to Amendment No. 2 to ProFrac Holding Corp.’s Registration Statement on Form S-1 (File No.  333-261255) filed with the SEC on March 31, 2022).
10.22		Subordinated Promissory Note among ProFrac Holdings, LLC, as payor, and THRC Holdings, LP, as payee, dated as of March  4, 2022 (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to ProFrac Holding Corp.’s Registration Statement on Form S-1 (File No.  333-261255) filed with the SEC on March 31, 2022).
10.23		Subordinated Promissory Note among ProFrac Holdings, LLC, as payor, and THRC Holdings, LP, as payee, dated as of March  4, 2022 (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to ProFrac Holding Corp.’s Registration Statement on Form S-1 (File No.  333-261255) filed with the SEC on March 31, 2022).
10.24		Securities Purchase Agreement dated February  16, 2022 by and between Flotek Industries, Inc. and ProFrac Holdings, LLC (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to ProFrac Holding Corp.’s Registration Statement on Form S-1 (File No. 333-261255) filed with the SEC on March 31, 2022).
10.25		Securities Purchase Agreement between Flotek Industries, Inc. and ProFrac Holdings II, LLC dated June  17, 2022 (incorporated by reference to Exhibit 10.1 to Flotek Industries, Inc.’s Current Report on Form 8-K filed with the SEC on June 23, 2022).
10.26		Purchase and Sale Agreement, dated as of February  18, 2022, by and between ProFrac Holdings, LLC and Wilks Development, LLC (incorporated by reference to Exhibit 10.6 to Amendment No.  3 to ProFrac Holding Corp.’s Registration Statement on Form S-1 (File No. 333-261255) filed with the SEC on April 26, 2022).
10.27		Chemical Products Supply Agreement between Flotek Chemistry, LLC and ProFrac Services, LLC dated February  2, 2022 (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on May 23, 2022).
10.28		Amendment No. 1 to Chemical Products Supply Agreement between Flotek Chemistry, LLC and ProFrac Services, LLC, dated May  17, 2022 (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on May 23, 2022).
10.29#		Employment Agreement, effective as of May  22, 2018, between ProFrac Services, LLC and James Coy Randle (incorporated by reference to Exhibit 10.15 to Amendment No. 3 to ProFrac Holding Corp.’s Registration Statement on Form S-1 (File No. 333-261255) filed with the SEC on April 26, 2022).
10.30		Consulting Agreement, effective as of January  13, 2023, between ProFrac Holding Corp. and James Coy Randle (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on January 12, 2023).

10.31#		Executive Employment Agreement, effective as of June  7, 2022, between ProFrac Holding Corp. and Coy Randle (incorporated by reference to Exhibit 10.31 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023).
10.32#		Executive Employment Agreement, effective as of June  7, 2022, between ProFrac Holding Corp. and Lance Turner (incorporated by reference to Exhibit 10.32 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023).
10.33#		Executive Employment Agreement, effective as of June  7, 2022, between ProFrac Holding Corp. and Robert Willette (incorporated by reference to Exhibit 10.33 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023).
10.34#		ProFrac Holding Corp. 2022 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on May 18, 2022).
10.35#		Assignment Agreement, dated as of May  10, 2022, by and between Farris Wilks and Jo Ann Wilks, as Co-Trustees of the Farris and Jo Ann Wilks 2022 Family Trust, created by Trust Agreement dated as of May  10, 2022, as assignor, and KWELL Holdings, LP, as assignee and Declaration of Intent (incorporated by reference to Exhibit 10.18 to ProFrac Holding Corp.’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
10.36#		Assignment and Assumption Agreement by and between THRC Holdings, LP, a Texas limited liability company, as assignor, and Matthew D. Wilks, as assignee (incorporated by reference to Exhibit 10.19 to ProFrac Holding Corp.’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
10.37		Amended and Restated Series A Warrant Agreement, dated November  1, 2022, between ProFrac Holding Corp. and Continental Stock Transfer  & Trust Company (incorporated by reference to Exhibit 10.3 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on November 1, 2022).
10.38		Amended and Restated SPAC Warrant Agreement, dated November  1, 2022, between ProFrac Holding Corp. and Continental Stock Transfer  & Trust Company (incorporated by reference to Exhibit 10.4 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on November 1, 2022).
10.39		Amendment No. 1 to Amended and Restated Series A Warrant Agreement, dated November  1, 2022, between ProFrac Holding Corp., Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.7 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on November 1, 2022).
10.40		Amendment No. 1 to Amended and Restated SPAC Warrant Agreement, dated November  1, 2022, between ProFrac Holding Corp., Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.8 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on November 1, 2022).
10.41		Settlement Agreement and Release by and among Smart Sand, Inc., U.S. Well Services, LLC and U.S. Well Services, Inc., dated June  28, 2021 (incorporated by reference to Exhibit 10.3 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No.  001-38025), filed with the SEC on June 28, 2021).
10.42		Equipment Purchase and Sale Agreement, dated June 29, 2021, between AmeriMex Motor  & Controls, LLC and U.S. Well Services, LLC (incorporated by reference to Exhibit 10.10 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Quarterly Report on Form 10-Q (File No. 001-38025), filed with the SEC on August 12, 2021).
10.43		Equipment Sale Agreement between U.S. Well Services, LLC and Python Holdings, LLC, dated September  30, 2021 (incorporated by reference to Exhibit 10.1 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No.  001-38025), filed with the SEC on October 6, 2021).
10.44		Promissory Note, dated as of July  18, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference to Exhibit 10.1 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025) filed with the SEC on July 18, 2022).
10.45		Security Agreement, dated as of July  18, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference to Exhibit 10.2 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025) filed with the SEC on July 18, 2022).

10.46		Continuing Guaranty, dated as of July  18, 2022, by U.S. Well Services, Inc. in favor of Equify Financial, LLC (incorporated by reference to Exhibit 10.3 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025) filed with the SEC on July 18, 2022).
10.47		Promissory Note, dated as of September  30, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference to Exhibit 10.1 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025) filed with the SEC on September 30, 2022).
10.48		Security Agreement, dated as of September  30, 2022, by U.S. Well Services, LLC in favor of Equify Financial, LLC (incorporated by reference to Exhibit 10.2 to U.S. Well Services Holdings, LLC’s (f/k/a U.S. Well Services, Inc.) Current Report on Form 8-K (File No. 001-38025) filed with the SEC on September 30, 2022).
10.49†		Membership Interest Purchase Agreement, dated as of December  23, 2022, by and among ProFrac Holdings II, LLC, Performance Holdings I, LLC, and Performance Holdings II, LLC (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on Dec. 30, 2022).
10.50		Assignment and Amendment of Membership Interest Purchase Agreement, dated as of February  24, 2023, by and among ProFrac Holdings II, LLC, Performance Holdings I, LLC, Performance Holdings II, LLC and Alpine Silica, LLC (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on February 28, 2023).
10.51		Contribution Agreement, dated as of February  24, 2023, by and among ProFrac Holding Corp., Alpine Silica LLC, Tidewater Partners, LLC, Performance Holdings I, LLC, and Performance Holdings II, LLC (incorporated by reference to Exhibit 10.3 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on February 28, 2023).
10.52		Amendment No. 2 to Amended and Restated Series A Warrant Agreement, dated March  29, 2023, between ProFrac Holding Corp., Continental Stock Transfer & Trust Company and American Stock Transfer  & Trust Company, LLC (incorporated by reference to Exhibit 10.52 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023).
10.53^		Master Services Agreement, effective as of December  1, 2022, by and between Alpine Silica, LLC and Interstate Earthworks, LLC (incorporated by reference to Exhibit 10.53 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023).
10.54		Industrial Lease, effective as of November  1, 2022, by and between ProFrac Holdings II, LLC and Wilks Ranch Texas, LTD (incorporated by reference to Exhibit 10.54 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023).
21.1		List of Subsidiaries of ProFrac Holding Corp. (incorporated by reference to Exhibit 21.1 to ProFrac Holding Corp.’s Annual Report on Form 10-K filed with the SEC on March 30, 2023).
23.1**		Consent of Grant Thornton LLP.
23.2**		Consent of Grant Thornton LLP.
23.3**		Consent of Grant Thornton LLP.
23.4**		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.5**		Consent of John T. Boyd Company.
23.6*		Consent of Grant Thornton LLP.
23.7*		Consent of KPMG LLP.
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101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
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*	Filed herewith.

**	Previously filed.

#	Compensatory plan or arrangement.

†	The schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.

^	Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Willow Park, State of Texas, on March 30, 2023.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on March 30, 2023.

 

Signature		Title
/s/ Matthew D. Wilks		Executive Chairman and Director
Matthew D. Wilks		(Principal Executive Officer)
/s/ Lance Turner		Chief Financial Officer
Lance Turner		(Principal Financial Officer and
		Principal Accounting Officer)
*		Chief Executive Officer
Ladd Wilks
*		Director
Sergei Krylov
*		Director
Terry Glebocki
*		Director
Stacy Nieuwoudt
*		Director
Coy Randle

 

*By:		/s/ Matthew D. Wilks
		Matthew D. Wilks
		Attorney-In-Fact