Business Context and Reporting Period
This Form 8-K Current Report was filed by Custom Truck One Source, Inc. on November 17, 2021, with the report date finalized on November 22, 2021. The filing discloses a secondary offering event involving the sale of common stock by existing selling stockholders, not the company itself.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of a securities transaction.
- Shares Sold: 12,322,975 Firm Shares.
- Option Shares: Up to 1,848,446 additional shares (30-day option).
- Offering Price: $8.47025 per share.
- Company Proceeds: $0 (The Company did not sell any shares and will not receive proceeds).
Material Changes
The material change reported is the execution of an underwriting agreement with Citigroup Global Markets Inc. and certain selling stockholders. This transaction results in a transfer of existing shares to the public market but does not alter the company's capital structure or cash position directly.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. The primary risk disclosed is the potential dilution of existing shareholders due to the increase in the number of shares outstanding from the selling stockholders' transaction. The offering closed on November 22, 2021.
Investor Verification Checklist
- Verify the total number of shares outstanding post-offering to assess dilution impact.
- Confirm the identity of the "Selling Stockholders" to understand if major insiders are exiting positions.
- Review the full Underwriting Agreement (Exhibit 1.1) for lock-up provisions or other covenants.
- Check subsequent filings for the exercise of the 30-day option to purchase additional shares.