As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/01/19  NRC Group Holdings Corp.          POS AM                 1:29K                                    Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment of a Registration          HTML     22K 

 

As filed with the Securities and Exchange Commission on November 1, 2019

Registration No. 333-230738

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

 

FORM S-3

 

REGISTRATION STATEMENT

Under the Securities Act of 1933

 

 

NRC Group Holdings Corp.

(Exact name of registrant as specified in its charter)

 

 

 

952 Echo Lane, Suite 460
Houston, Texas 77024

(832) 767-4749

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

 

 

Joseph Peterson
Principal Financial Officer
NRC Group Holdings Corp.
952 Echo Lane, Suite 460
Houston, Texas 77024
(832) 767-4749

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

 

 

Copies to:

 

Stephen M. Leitzell, Esq.

Michael Darby, Esq.

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

(215) 994-4000

 

 

Approximate date of commencement of proposed sale to the public: Not applicable.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

 

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. o

 

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 number of the earlier effective registration statement for the same offering. o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instructions I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

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	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	x

 

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. o

 

 

 

 

DEREGISTRATON OF SECURITIES

 

NRC Group Holdings Corp. (the “Registrant”) is filing this Post-Effective Amendment No. 1 (this “Amendment”) to remove from registration the unissued and unsold shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”) and the unissued and unsold shares of the Registrant’s 7.00% Series A Convertible Cumulative Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), and any other securities issuable by the Registrant, pursuant to the Registration Statement on Form S-3, File No. 333-230738, filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2019, as amended by Amendment No. 1 to Form S-3, filed with the SEC on September 25, 2019 (the “Registration Statement”), pertaining to the registration of 19,248,741 shares of Common Stock issuable upon the exercise of outstanding warrants, 49,004,679 shares of Common Stock offered by selling stockholders and 1,050,000 shares of Series A Preferred Stock offered by selling stockholders.

 

On November 1, 2019, pursuant to the Agreement and Plan of Merger, dated June 23, 2019, by and among US Ecology, Inc. (now known as US Ecology Holdings, Inc.) (“US Ecology”), US Ecology Parent, Inc. (now known as US Ecology, Inc.) (“Holdco”), Rooster Merger Sub, Inc. (“Rooster Merger Sub”), ECOL Merger Sub, Inc. (“ECOL Merger Sub”), and the Registrant, (1) ECOL Merger Sub merged with and into US Ecology, with US Ecology continuing as the surviving company and (2) Rooster Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving company (collectively, the “Mergers”). As a result of the Mergers, US Ecology and the Registrant became wholly-owned subsidiaries of Holdco. Immediately following the completion of the Mergers, Holdco contributed 100% of the issued and outstanding equity of the Registrant to US Ecology and the Registrant became the direct wholly-owned subsidiary of US Ecology.

 

As a result of the Mergers, the Registrant has terminated all offerings of the Registrant’s Common Stock and Series A Preferred Stock pursuant to the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Registrant is filing this Amendment to deregister all such securities of the Registrant registered under the Registration Statement that remain unsold as of the effective time of the Mergers, if any.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of in the City of Houston, State of Texas, on November 1, 2019.

 

	NRC GROUP HOLDINGS CORP.
	By:	/s/ Joseph Peterson
	Name:	Joseph Peterson
	Title:	Principal Financial Officer

 

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 in reliance upon Rule 478 under the Securities Act of 1933.

 

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