Business Context and Reporting Period
This Form 8-K filing by Energy Services Acquisition Corp. (also referenced as Energy Services Of America CORP) reports on events occurring on September 6, 2006. The Company, incorporated in Delaware, completed its Initial Public Offering (IPO) on this date.
Key Financial Metrics
- Gross Proceeds: $51,600,000 generated from the IPO.
- Units Sold: 8,600,000 units at an offering price of $6.00 per unit.
- Unit Composition: Each unit consists of one share of Common Stock ($0.0001 par value) and two warrants to purchase one share of Common Stock.
- Private Placement: Prior to the IPO, on August 30, 2006, the Company sold 3,076,923 warrants to directors, officers, and a sixth individual.
- Underwriter: Ferris, Baker Watts, Incorporated served as the lead underwriter.
- Other Metrics: The filing text does not provide specific values for revenue, profit, operating cash flow, margins, debt, or liquidity ratios, as this is a shell company transaction report.
Material Changes
The primary material change is the transition from a private entity to a public company following the completion of the IPO. The Company's capital structure was significantly altered by the issuance of 8,600,000 units and the receipt of $51.6 million in gross proceeds. Audited financial statements reflecting these proceeds were issued as of September 6, 2006.
Guidance, Outlook, and Risks
The filing does not contain management guidance, future outlook, or specific risk factors beyond the standard disclosures for a shell company IPO. The document notes the issuance of a press release on September 18, 2006, regarding the closing of the IPO, which is attached as an exhibit.
Investor Verification Checklist
- Verify the audited financial statements included as Exhibit 99.1 to confirm the exact cash balance and working capital post-IPO.
- Review the terms of the 3,076,923 warrants issued in the private placement to directors and officers to understand potential dilution.
- Confirm the status of the Company's search for a target business, as this is a special purpose acquisition company (SPAC) structure.
- Examine the underwriting agreement with Ferris, Baker Watts, Incorporated for any lock-up periods or additional fees.