ctos-20240315FALSE000170968200017096822024-03-152024-03-150001709682us-gaap:CommonStockMember2024-03-152024-03-150001709682ctos:RedeemableWarrantsMember2024-03-152024-03-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2024
CUSTOM TRUCK ONE SOURCE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38186 | | 84-2531628 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | |
7701 Independence Avenue Kansas City, Missouri | | 64125 |
| (Address of principal executive offices) | | (Zip Code) |
(816) 241-4888
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | | CTOS | | New York Stock Exchange |
| Redeemable warrants, exercisable for Common Stock, $0.0001 par value | | CTOS.WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 14, 2024, the New York Stock Exchange (the “NYSE”) notified Custom Truck One Source, Inc. (the “Company”), and on March 15, 2024, publicly announced, that the NYSE has determined to (a) commence proceedings to delist the Company’s redeemable warrants listed on the NYSE under the ticker symbol “CTOS.WS,” each exercisable to purchase one share of the Company’s common stock at a price of $11.50 per share (the “Warrants”) and (b) immediately suspend trading in the Warrants due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. The Company does not intend to appeal the NYSE’s determination.
Trading in the Company’s common stock will be unaffected and will continue on the NYSE under the ticker symbol “CTOS.”
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: | March 15, 2024 | Custom Truck One Source, Inc. |
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| | /s/ Christopher J. Eperjesy |
| | | Christopher J. Eperjesy
Chief Financial Officer |