8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1 )

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 25, 2022 (February 24, 2022)

TARGET HOSPITALITY CORP.

(Exact Name of Registrant as Specified in Its Charter)

001-38343

(Commission File Number)

Delaware	98-1378631
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

9320 Lakeside Blvd., Suite 300

The Woodlands, Texas 77381

(Address of principal executive offices, including zip code)

(800) 832-4242

(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
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))

☐
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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	TH	The Nasdaq Capital Market
Warrants to purchase common stock	THWWW	The Nasdaq Capital Market

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. ☐

1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2022, Target Hospitality Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) announcing James B. Archer’s intent to resign as President and Chief Executive Officer of the Company and as a member of the Company’s Board of Directors (the “Board”). On May 24, 2022, following discussions with the Board, Mr. Archer notified the Company that he will not resign from his positions with the Company, as previously disclosed, and he will continue to serve as President and Chief Executive Officer of the Company and as a member of the Board. The Company announced Mr. Archer’s decision in its May 25, 2022 press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Company is filing this Amendment No. 1 on Form 8-K/A to amend the Original Filing to include the information set forth in this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No. Exhibit Description

99.1 Press Release, dated May 25, 2022

2

SIGNATURE

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.

	Target Hospitality Corp.
	By:	/s/ Heidi D. Lewis
Dated: May 25, 2022		Name: Heidi D. Lewis
		Title: Executive Vice President, General Counsel and Secretary

3

EX-99.1

Exhibit 99.1

Target Hospitality President and CEO Brad Archer Agrees to Remain in Positions Through 2025

THE WOODLANDS, Texas, May 25, 2022(PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically-integrated modular accommodations and value-added hospitality services, today announced that Brad Archer has agreed to remain in his positions as President and Chief Executive Officer and continue serving as member of the Company’s Board of Directors through June 30, 2025.

“The decision to extend my tenure with the Company is a result of personal reflection, ongoing conversations with the Board and the transformational changes occurring within the business,” said Mr. Archer. “We continue to make significant progress advancing our strategic diversification efforts and are close to executing a highly attractive contract that will enhance our position as the largest provider of permanent solutions to the United States Government’s domestic humanitarian aid missions. This development, together with the opportunities we have identified to broaden our commercial reach, are important catalysts that will drive sustained growth and value creation. Target’s future has never been brighter, and I look forward to continuing to work closely with the team to ensure flawless execution of our business plan.”

Stephen Robertson, Chairman of the Board for Target, stated, “We appreciate Brad’s decision to extend his tenure with the Company and help guide it through its next phase of evolution and growth. This is a mutually beneficial partnership that is aligned around the common goals of maximizing value for our shareholders, delivering exceptional service to our customers, and creating more opportunities for our talented employees to thrive. Speaking on behalf of the entire Board, we are excited and energized by the path ahead.”

About Target Hospitality

Target Hospitality is one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services in the United States. Target builds, owns and operates a customized and growing network of communities for a range of end users through a full suite of value-added solutions including premium food service management, concierge, laundry, logistics, security and recreational facilities services.

Cautionary Statement Regarding Forward Looking Statements

Certain statements made in this press release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact

Mark Schuck

(832) 702-8009

ir@targethospitality.com

XML

Document and Entity Information	Feb. 24, 2022
Entity Listings [Line Items]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	(Amendment No. 1)
Document Period End Date	Feb. 24, 2022
Entity Registrant Name	TARGET HOSPITALITY CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38343
Entity Tax Identification Number	98-1378631
Entity Address, Address Line One	9320 Lakeside Blvd.
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77381
City Area Code	800
Local Phone Number	832-4242
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001712189
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	TH
Security Exchange Name	NASDAQ
Warrants to purchase common stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	THWWW
Security Exchange Name	NASDAQ