NRCG / NRC GROUP HOLDINGS CORP. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

NRCG / NRC GROUP HOLDINGS CORP. / Polar Asset Management Partners Inc. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* NRC GROUP HOLDINGS CORP. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 629375106 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

NRCG / NRC GROUP HOLDINGS CORP. 15-12B - - 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38119 NRC Group Holdings Corp. (Exact name of registrant as specified in

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38119 NRC GROUP HOLDINGS

NRCG / NRC GROUP HOLDINGS CORP. / Jfl Gp Investors Iii, Llc - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* NRC Group Holdings Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 629375106 (CUSIP Number) David Rattner 110 East 59th Street, 27th Floor New York, NY 10022 (212) 634-0100 (Name, Address and Telephone Numb

NRCG / NRC GROUP HOLDINGS CORP. / CYRUS CAPITAL PARTNERS, L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 12, 2019, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 12, 2019, pursuant to the provisions of Rule 12d2-2 (a).

NRCG / NRC GROUP HOLDINGS CORP. POS AM - - POS AM

As filed with the Securities and Exchange Commission on November 1, 2019 Registration No.

NRCG / NRC GROUP HOLDINGS CORP. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on November 1, 2019. Registration No. 333-230737 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NRC Group Holdings Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorp

Bylaws (incorporated by reference to Exhibit 3.1 to NRC Group Holdings Corp.’s Current Report on Form 8-K filed with the SEC on November 1, 2019).

Exhibit 3.1 BYLAWS OF rooster merger sub, inc. (THE “cORPORATION”) ARTICLE I STOCKHOLDERS 1.1 Meetings. 1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors of the Corporation (the “Board”). 1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and a

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): November 1, 2019 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): October 23, 2019 (October 22, 2019) NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incor

US ECOLOGY AND NRC GROUP HOLDINGS CORP. STOCKHOLDERS APPROVE MERGER

Exhibit 99.1 US ECOLOGY AND NRC GROUP HOLDINGS CORP. STOCKHOLDERS APPROVE MERGER Boise, Idaho and Houston, Texas; October 23, 2019 — US Ecology (NASDAQ-GS: ECOL) and NRC Group Holdings Corp. (NYSE American: NRCG) announced that, at their special meetings of stockholders held today and yesterday, respectively, stockholders of both companies have voted to approve all stockholder proposals necessary

NRCG / NRC GROUP HOLDINGS CORP. DEFA14A - - DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Other Events

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): October 16, 2019 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation) (Commissi

NRC Group Holdings Corp. 19,248,741 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants 49,004,679 Shares of Common Stock Offered by Selling Stockholders 1,050,000 Shares of 7.00% Series A Convertible Cumulative Preferred Stock Offe

Filed pursuant to Rule 424(b)(3) Registration No. 333-230738 PROSPECTUS NRC Group Holdings Corp. 19,248,741 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants 49,004,679 Shares of Common Stock Offered by Selling Stockholders 1,050,000 Shares of 7.00% Series A Convertible Cumulative Preferred Stock Offered by Selling Stockholders This prospectus relates to the issuance by us of 1

NRCG / NRC GROUP HOLDINGS CORP. CORRESP - -

[NRCG Letterhead] October 8, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing and Construction 100 F Street, N.

NRCG / NRC GROUP HOLDINGS CORP. S-3/A - - AMENDMENT NO. 1 TO FORM S-3

S-3/A 1 fs32019a1nrcgroup.htm AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on September 25, 2019 Registration No. 333-230738 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) Del

NRCG / NRC GROUP HOLDINGS CORP. CORRESP - -

[NRC Group Holdings Corp. Letterhead] September 25, 2019 VIA EDGAR Office of Manufacturing and Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jay Ingram, Legal Branch Chief Sergio Chinos, Staff Attorney Re: NRC Group Holdings Corp. Form S-3 Filed April 5, 2019 File No. 333-230738 Ladies and Gentlemen: NRC Gr

Schedule 14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ECOL / US Ecology, Inc. 425 - Merger Prospectus - 425

Filed by: US Ecology, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NRC Group Holdings Corp. Commission File No. 001-38119 Explanatory Note: The following is an extract from a presentation used at an industry conference. NRC Revenue Snapshot: Proposed NRC Group Merger US Ecology Announc

Form 10-Q for the quarter ended June 30, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38119 NRC GROUP HOLDINGS CORP.

NRCG / NRC GROUP HOLDINGS CORP. 425 - Merger Prospectus - CURRENT REPORT

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): August 6, 2019 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation) (Commission

NRC Group Reports Second Quarter 2019 Financial Results

Exhibit 99.1 NRC Group Reports Second Quarter 2019 Financial Results HOUSTON – August 6, 2019 – NRC Group Holdings Corp. (NYSE American: NRCG) (“NRCG” or the “Company”), a global provider of a wide range of environmental, compliance and waste management services, today reported financial results for the second quarter ended June 30, 2019. Second Quarter 2019 Financial Results Operating revenue in

NRC Group Reports Second Quarter 2019 Financial Results

Exhibit 99.1 NRC Group Reports Second Quarter 2019 Financial Results HOUSTON – August 6, 2019 – NRC Group Holdings Corp. (NYSE American: NRCG) (“NRCG” or the “Company”), a global provider of a wide range of environmental, compliance and waste management services, today reported financial results for the second quarter ended June 30, 2019. Second Quarter 2019 Financial Results Operating revenue in

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 6, 2019 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation) (Commission

ECOL / US Ecology, Inc. 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 1, 2019 US ECOLOGY, INC.

US ECOLOGY ANNOUNCES SECOND QUARTER 2019 RESULTS; REAFFIRMS 2019 BUSINESS OUTLOOK

Exhibit 99.1 NEWS RELEASE For Immediate Release Contact: Alison Ziegler, Darrow Associates (201)220-2678 [email protected] www.usecology.com US ECOLOGY ANNOUNCES SECOND QUARTER 2019 RESULTS; REAFFIRMS 2019 BUSINESS OUTLOOK SECOND QUARTER HIGHLIGHTS COMPARED TO PRIOR YEAR: · Revenue of $155.8 million, up 14% · Base Business growth of 7%; Event Business up 34% · Field and Industrial Services rev

NRCG / NRC GROUP HOLDINGS CORP. / CYRUS CAPITAL PARTNERS, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE SBTS, LLC, Plaintiff, C.A. No. v. NRC GROUP HOLDINGS CORP., NRC GROUP HOLDINGS LLC, and U.S. ECOLOGY, INC., Defendants. VERIFIED COMPLAINT

EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE SBTS, LLC, Plaintiff, C.A. No. v. NRC GROUP HOLDINGS CORP., NRC GROUP HOLDINGS LLC, and U.S. ECOLOGY, INC., Defendants. VERIFIED COMPLAINT Plaintiff SBTS, LLC (“SBTS”), by and through its undersigned attorneys, files this Verified Complaint against Defendants, NRC Group Holdings Corp. (“NRCG”), NRC Group Holdings LLC (“NRCG LLC

ECOL / US Ecology, Inc. 425 - Merger Prospectus - 425

Filed by: US Ecology, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NRC Group Holdings Corp. Commission File No. 001-38119 US ECOLOGY AND NRC GROUP ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD Boise, Idaho and Houston, Texas; July 17, 2019 — On July 16, 2019, the U.S.

NRCG / NRC GROUP HOLDINGS CORP. 425 - Merger Prospectus - 425

Filed by: NRC Group Holdings Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NRC Group Holdings Corp. Commission File No. 001-38119 NRC GROUP REAFFIRMS PROVISIONS OF PROPOSED MERGER WITH US ECOLOGY Rejects request by certain holders of NRCG preferred stock to reconsider the treatment of

NRCG / NRC GROUP HOLDINGS CORP. / CYRUS CAPITAL PARTNERS, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

July 2, 2019

EX-99.1 Exhibit 99.1 July 2, 2019 VIA OVERNIGHT MAIL AND EMAIL Alain A. Dermarkar Jones Day 2727 North Harwood Street Suite 500 Dallas, Texas 75201-1515 Re: Agreement and Plan of Merger by and between U.S. Ecology, Inc., NRCG, and others, dated June 23, 2019 Dear Mr. Dermarkar: We represent SBTS, LLC (“SBTS”) and write on behalf of SBTS and Zazove Associates, LLC (“Zazove”) in reference to the Cer

Support Agreement, dated as of June 23, 2019, by and among US Ecology, Inc., US Ecology Parent, Inc., Rooster Merger Sub, Inc. and JFL-NRC-SES Partners, LLC, JFL-NRCG Holdings III, LLC and JFL-NRCG Holdings IV, LLC

Exhibit 2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2019 by and among US Ecology, Inc.

NRCG / NRC GROUP HOLDINGS CORP. / Jfl Gp Investors Iii, Llc - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* NRC Group Holdings Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 629375106 (CUSIP Number) David Rattner 110 East 59th Street, 27th Floor New York, NY 10022 (212) 634-0100 (Name, Address and Telephone Numb

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): June 24, 2019 (June 23, 2019) NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporati

2

Exhibit 99.2 Dear Fellow NRCG Employees: I write to share the exciting news that NRCG has entered into a definitive merger agreement with US Ecology, Inc. (NASDAQ: ECOL), a leading provider of environmental services to both private and public customers located in North America. The merger, which we expect to be finalized in Q4 of 2019, will combine two successful businesses that are truly compleme

US ECOLOGY AND NRC GROUP AGREE TO MERGE, EXPANDING LEADERSHIP IN SPECIALTY AND INDUSTRIAL WASTE SERVICES

Exhibit 99.1 US ECOLOGY AND NRC GROUP AGREE TO MERGE, EXPANDING LEADERSHIP IN SPECIALTY AND INDUSTRIAL WASTE SERVICES Boise, Idaho and Houston, Texas; June 24, 2019 – US Ecology, Inc. (Nasdaq-GS: ECOL) today announced that it has entered into a definitive merger agreement with NRC Group Holdings Corp. (NYSE American: NRCG), a national leader in comprehensive environmental, compliance and waste man

Agreement and Plan of Merger by and among US Ecology, Inc., US Ecology Parent, Inc., Rooster Merger Sub, Inc., ECOL Merger Sub, Inc., and NRC Group Holdings Corp., dated as of June 23, 2019

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among US ECOLOGY, INC., US ECOLOGY PARENT, INC., ROOSTER MERGER SUB, INC., ECOL MERGER SUB, INC. and NRC GROUP HOLDINGS CORP. Dated as of June 23, 2019 Table of Contents Page Article I THE MERGER 2 Section 1.01. The Mergers 2 Section 1.02. Closing 3 Section 1.03. Effective Time 3 Section 1.04. Effects of the Merger 3 Section 1.05. C

Agreement and Plan of Merger by and among US Ecology, Inc., US Ecology Parent, Inc., Rooster Merger Sub, Inc., ECOL Merger Sub, Inc., and NRC Group Holdings Corp., dated as of June 23, 2019

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among US ECOLOGY, INC., US ECOLOGY PARENT, INC., ROOSTER MERGER SUB, INC., ECOL MERGER SUB, INC. and NRC GROUP HOLDINGS CORP. Dated as of June 23, 2019 Table of Contents Page Article I THE MERGER 2 Section 1.01. The Mergers 2 Section 1.02. Closing 3 Section 1.03. Effective Time 3 Section 1.04. Effects of the Merger 3 Section 1.05. C

NRCG / NRC GROUP HOLDINGS CORP. 425 - Merger Prospectus - CURRENT REPORT

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): June 24, 2019 (June 23, 2019) NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporati

US ECOLOGY AND NRC GROUP AGREE TO MERGE, EXPANDING LEADERSHIP IN SPECIALTY AND INDUSTRIAL WASTE SERVICES

Exhibit 99.1 US ECOLOGY AND NRC GROUP AGREE TO MERGE, EXPANDING LEADERSHIP IN SPECIALTY AND INDUSTRIAL WASTE SERVICES Boise, Idaho and Houston, Texas; June 24, 2019 – US Ecology, Inc. (Nasdaq-GS: ECOL) today announced that it has entered into a definitive merger agreement with NRC Group Holdings Corp. (NYSE American: NRCG), a national leader in comprehensive environmental, compliance and waste man

2

Exhibit 99.2 Dear Fellow NRCG Employees: I write to share the exciting news that NRCG has entered into a definitive merger agreement with US Ecology, Inc. (NASDAQ: ECOL), a leading provider of environmental services to both private and public customers located in North America. The merger, which we expect to be finalized in Q4 of 2019, will combine two successful businesses that are truly compleme

US Ecology and NRCG Agreement to Merge June 24, 2019

Exhibit 99.1 US Ecology and NRCG Agreement to Merge June 24, 2019 2 FORWARD LOOKING STATEMENTS Statements in this communication that are not historical facts are forward - looking statements that reflect US Ecology’s and NRCG’s respect ive management’s current expectations, assumptions and estimates of future performance and economic conditions. These forward - lookin g statements are made in reli

ECOL / US Ecology, Inc. 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 23, 2019 US ECOLOGY, INC.

1 US Ecology Overview June 24, 2019

Exhibit 99.2 1 US Ecology Overview June 24, 2019 2 FORWARD LOOKING STATEMENTS Statements in this communication that are not historical facts are forward - looking statements that reflect US Ecology’s and NRCG’s respecti ve management’s current expectations, assumptions and estimates of future performance and economic conditions. These forward - lookin g statements are made in reliance on the safe

US Ecology and NRCG Agreement to Merge: Team Member Presentation June 24, 2019

Exhibit 99.3 US Ecology and NRCG Agreement to Merge: Team Member Presentation June 24, 2019 2 FORWARD LOOKING STATEMENTS Statements in this communication that are not historical facts are forward - looking statements that reflect US Ecology’s and NRCG’s respecti ve management’s current expectations, assumptions and estimates of future performance and economic conditions. These forward - lookin g s

ECOL / US Ecology, Inc. 425 - Merger Prospectus - 8-K

425 1 a19-1188718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 23, 2019 US ECOLOGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-11688 95-3889638 (State or other jurisdiction of incorporatio

Support Agreement, dated June 23, 2019, by and among US Ecology, Inc., US Ecology Parent, Inc., Rooster Merger Sub, Inc., JFL-NRC-SES Partners, LLC, JFL-NRCG Holdings III, LLC and JFL-NRCG Holdings IV, LLC.

Exhibit 10.1 EXECUTION VERSION SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2019 by and among US Ecology, Inc., a Delaware corporation (“Parent”), US Ecology Parent, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Holdco”), Rooster Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco (“Rooster

Registration Rights Agreement, dated June 23, 2019, by and among US Ecology, Inc., US Ecology Parent, Inc., JFL-NRC-SES Partners, LLC, JFL-NRCG Holdings III, LLC and JFL-NRCG Holdings IV, LLC.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2019, by and among JFL-NRC-SES Partners, LLC, a Delaware limited liability company (“JFL Seller”), JFL-NRCG Holdings III, LLC, a Delaware limited liability company (“JFL III”), JFL-NRCG Holdings IV, LLC, a Delaware limited liability company (“JFL IV” and, togethe

Investor Agreement, dated June 23, 2019, by and among US Ecology, Inc., US Ecology Parent, Inc., JFL-NRC-SES Partners, LLC, JFL-NRCG Holdings III, LLC, JFL-NRCG Holdings IV, LLC and solely with respect to Section 4 thereof, NRC Group Holdings Corp.

Exhibit 10.2 EXECUTION VERSION INVESTOR AGREEMENT This INVESTOR AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2019 by and among US Ecology, Inc., a Delaware corporation (“Parent”), US Ecology Parent, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Holdco”), the undersigned stockholders (the “Stockholders”) of NRC Group Holdings Corp. a Delaware corporati

US ECOLOGY AND NRC GROUP AGREE TO MERGE, EXPANDING LEADERSHIP IN SPECIALTY AND INDUSTRIAL WASTE SERVICES

Exhibit 99.1 US ECOLOGY AND NRC GROUP AGREE TO MERGE, EXPANDING LEADERSHIP IN SPECIALTY AND INDUSTRIAL WASTE SERVICES Boise, Idaho and Houston, Texas; June 24, 2019 — US Ecology, Inc. (Nasdaq-GS: ECOL) today announced that it has entered into a definitive merger agreement with NRC Group Holdings Corp. (NYSE American: NRCG), a national leader in comprehensive environmental, compliance and waste man

Agreement and Plan of Merger, dated as of June 23, 2019, by and among US Ecology, Inc., NRC Group Holdings Corp., US Ecology Parent, Inc., Rooster Merger Sub, Inc. and ECOL Merger Sub, Inc.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among US ECOLOGY, INC., US ECOLOGY PARENT, INC., ROOSTER MERGER SUB, INC., ECOL MERGER SUB, INC. and NRC GROUP HOLDINGS CORP. Dated as of June 23, 2019 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.01. The Mergers 2 Section 1.02. Closing 2 Section 1.03. Effective Time 3 Section 1.04. Effects of the Merger 3 Section 1.05. C

Submission of Matters to a Vote of Security Holders

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): May 30, 2019 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation) (Commission F

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act, dated May 17, 2019, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Schedule 13D, as filed by the Reporting Persons on May 17, 2019)

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d–1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with such other undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including any amendments thereto) with respect to the shares of Common Stock,

NRCG / NRC GROUP HOLDINGS CORP. / Jfl Gp Investors Iii, Llc - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* NRC Group Holdings Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 629375106 (CUSIP Number) David Rattner 110 East 59th Street, 27th Floor New York, NY 10022 (212) 634-0100 (Name, Address and Telephone Numb

Joinder Agreement, dated as of May 10, 2019, by and among NRC US Holding Company, LLC, Sprint Energy Services, LLC, HSBC Bank USA, N.A., BNP Paribas and the Guarantors party thereto.

Exhibit 10.1 EXECUTION VERSION JOINDER AGREEMENT THIS JOINDER AGREEMENT, dated as of May 10, 2019 (this “Agreement”), is entered into by and among HSBC BANK USA, N.A. (the “Incremental Lender”), NRC US HOLDING COMPANY, LLC, a Delaware limited liability company (the “Borrower Representative” and a “Borrower”), SPRINT ENERGY SERVICES, LLC, a Delaware limited liability company (a “Borrower”), the Gua

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 10, 2019 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation) (Commission F

Investor Presentation

Exhibit 99.2

NRC Group Reports First Quarter 2019 Financial Results

Exhibit 99.1 NRC Group Reports First Quarter 2019 Financial Results HOUSTON – May 7, 2019 – NRC Group Holdings Corp. (NYSE American: NRCG) (“NRCG” or the “Company”), a global provider of a wide range of environmental, compliance and waste management services, today reported financial results for the first quarter ended March 31, 2019, and reiterated its financial outlook for 2019. Fiscal First Qua

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 7, 2019 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation) (Commission Fi

March 31, 2019

10-Q 1 f10q0319nrcgroupholdings.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

Joinder Agreement, dated as of March 15, 2019 (this “Agreement”), by and among Macquarie Capital Funding LLC, NRC US Holding Company, LLC, Sprint Energy Services, LLC, the guarantors party thereto and BNP Paribas, as administrative agent (filed herewith).

Exhibit 10.1 EXECUTION VERSION JOINDER AGREEMENT THIS JOINDER AGREEMENT, dated as of March 15, 2019 (this “Agreement”), is entered into by and among MACQUARIE CAPITAL FUNDING LLC (the “Incremental Lender”), NRC US HOLDING COMPANY, LLC, a Delaware limited liability company (the “Borrower Representative” and a “Borrower”), SPRINT ENERGY SERVICES, LLC, a Delaware limited liability company (a “Borrowe

NRCG / NRC GROUP HOLDINGS CORP. TEXT-EXTRACT - -

April 26, 2019 Joseph Peterson Chief Financial Officer NRC GROUP HOLDINGS CORP. 952 Echo Lane, Suite 460 Houston, Texas 77024 Re: NRC GROUP HOLDINGS CORP. Form S-3 Filed April 5, 2019 File No. 333-230738 Dear Mr. Peterson: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with informati

LETTER

April 26, 2019 Joseph Peterson Chief Financial Officer NRC GROUP HOLDINGS CORP. 952 Echo Lane, Suite 460 Houston, Texas 77024 Re: NRC GROUP HOLDINGS CORP. Form S-3 Filed April 5, 2019 File No. 333-230738 Dear Mr. Peterson: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with informati

NRCG / NRC GROUP HOLDINGS CORP. DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 defa14a041619nrcgrouphold.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, f

NRCG / NRC GROUP HOLDINGS CORP. DEFINITIVE PROXY STATEMENT

DEF 14A 1 def14a0419nrcgroup.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant S Filed by a party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): April 8, 2019 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation) (Commission File

Power of Attorney

As filed with the Securities and Exchange Commission on April 5, 2019 Registration No.

NRCG / NRC GROUP HOLDINGS CORP. REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 5, 2019 Registration No.

INDEPENDENT AUDITOR’S REPORT

Exhibit 99.1 INDEPENDENT AUDITOR’S REPORT Progressive Environmental Services, Inc., dba SWS Environmental Services Fort Worth, Texas: We have audited the accompanying consolidated financial statements of Progressive Environmental Services, Inc., which comprise the consolidated balance sheet as of December 31, 2017, and the related consolidated statements of income, stockholders’ equity, and cash f

Progressive Environmental Services, Inc. Consolidated Balance Sheets March 31, 2018 and December 31, 2017

EX-99.2 3 f8k032819ex99-2nrcgroup.htm CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF PROGRESSIVE ENVIRONMENTAL SERVICES, INC. AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2018 Exhibit 99.2 Progressive Environmental Services, Inc. Consolidated Balance Sheets March 31, 2018 and December 31, 2017 2018 2017 (unaudited) (audited) Assets Current assets: Cash and cash equivalents $ 120,348 218,481 Acco

Financial Statements and Exhibits, Other Events

8-K 1 f8k032819nrcgroup.htm FORM 8-K 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): April 5, 2019 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisd

Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 25, 2019

10-K 1 f10k2018nrcgrouphold.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

Certificate of Correction of NRC Group Holdings Corp. to the Certificate of Designations, Preferences, Rights and Limitations of 7.00% Series A Convertible Cumulative Preferred Stock, incorporated by reference to Exhibit 3.4 to the registrant’s Annual Report on Form 10-K (File No. 001-38119) filed with the SEC on March 25, 2019.

Exhibit 3.4 CERTIFICATE OF CORRECTION OF CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF 7.00% SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK OF NRC GROUP HOLDINGS CORP. (formerly known as Hennessy Capital Acquisition Corp. III) NRC Group Holdings Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREB

NRCG / NRC GROUP HOLDINGS CORP. NOTIFICATION OF LATE FILING

NT 10-K 1 extf10k2018nrcgroup.htm NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38119 CUSIP NUMBER 629375106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition

Investor Presentation

Exhibit 99.2

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 18, 2019 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation) (Commission

NRC Group Reports Strong Fourth Quarter and Full Year 2018 Financial Results

EX-99.1 2 f8k031819ex99-1nrcgroup.htm PRESS RELEASE, DATED MARCH 18, 2019 Exhibit 99.1 NRC Group Reports Strong Fourth Quarter and Full Year 2018 Financial Results NEW YORK – March 18, 2019 – NRC Group Holdings Corp. (NYSE American: NRCG) (“NRCG” or the “Company”), a global provider of a wide range of environmental, compliance and waste management services, today reported financial results for the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 13, 2019 (February 8, 2019) NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorpor

NRCG / NRC GROUP HOLDINGS CORP. / NOMURA HOLDINGS INC - SC 13G Passive Investment

SC 13G 1 a19-44995sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NRC Group Holdings Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 629375106 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

NRCG / NRC GROUP HOLDINGS CORP. / Polar Asset Management Partners Inc. - SC 13G/A Passive Investment

SC 13G/A 1 sc13ganrc.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NRC Group Holdings Corp. (fka Hennessy Capital Acquisition Corp. III) (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 629375106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires

NRCG / NRC GROUP HOLDINGS CORP. / BASSO CAPITAL MANAGEMENT, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NRC GROUP HOLDINGS CORP. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 629375106 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8k122018nrcgroup.htm CURRENT REPORT 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): December 21, 2018 (December 20, 2018) NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-

Form of Restricted Stock Units Agreement under the NRC Group Holdings Corp. 2018 Equity and Incentive Compensation Plan

EX-10.1 2 f8k122018ex10-1nrcgroup.htm RESTRICTED STOCK UNITS AGREEMENT Exhibit 10.1 Employees NRC GROUP HOLDINGS CORP. Restricted Stock Units Agreement This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of , by and between NRC Group Holdings Corp., a Delaware corporation (the “Company”), and (the “Grantee”). 1. Certain Definitions. Capitalized terms used, but not otherwise defined

Form of Nonqualified Stock Option Agreement under the NRC Group Holdings Corp. 2018 Equity and Incentive Compensation Plan

Exhibit 10.2 NRC GROUP HOLDINGS CORP. Nonqualified Stock Option Agreement This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of , by and between NRC Group Holdings Corp., a Delaware corporation (the “Company”), and (the “Grantee”). 1. Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the NRC G

The accompanying notes are an integral part of these financial statements.

EX-99.1 2 f8k121418ex99-1nrcgrouphold.htm AUDITED FINANCIAL STATEMENTS OF QUAIL RUN AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 Exhibit 99.1 Management’s Report on Financial Statements Responsibility for the integrity and objectivity of the financial information presented in the accompanying 2016 and 2017 financial statements rests with the management of Quail Run Services, LLC. The a

Financial Statements and Exhibits

8-K 1 f8k121418nrcgroupholdings.htm CURRENT REPORT 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): December 17, 2018 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (Sta

See notes and independent accountants’ review report

Exhibit 99.2 Independent Accountants’ Review Report To the Members of Quail Run Services, LLC Houston, Texas We have reviewed the accompanying financial statements of Quail Run Services, LLC (a Texas limited liability company), which comprise the balance sheets as of September 30, 2017 and 2018, and the related statements of income, changes in members’ capital and cash flows for the nine months th

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial statements are presented to illustrate the estimated effects of the acquisition of all of the issued and outstanding membership interests of Quail Run Services, LLC (“Quail Run”), on October 2, 2018 (the “Acquisition”) on the historical financial statements and r

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k110918nrcgrouphold.htm CURRENT REPORT 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): November 9, 2018 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or

NRC Group Reports Third Quarter 2018 Financial Results

Exhibit 99.1 NRC Group Reports Third Quarter 2018 Financial Results NEW YORK – November 9, 2018 – NRC Group Holdings Corp. (NYSE American: NRCG, NRCG.WS) (“NRCG” or the “Company”), a global provider of comprehensive environmental, compliance and waste management services, reported financial results of NRC Group Holdings, LLC for the third quarter ended September 30, 2018. On October 17, 2018, the

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 4 f8k102318a1ex99-3nrcgroup.htm UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE REGISTRANT FOR THE YEAR ENDED DECEMBER 31, 2017 AND AS OF AND FORTHE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2018 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the registran

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

8-K/A 1 f8k102318a1nrcgrouphold.htm AMENDMENT NO. 1 TO CURRENT REPORT 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): October 23, 2018 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its chart

NRC GROUP HOLDINGS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)

EX-99.1 2 f8k102318a1ex99-1nrcgroup.htm UNAUDITEDCONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AS OF SEPTEMBER 30, 2018 AND FOR EACH OF THE NINE MONTH PERIODSENDED SEPTEMBER 30, 2018 AND 2017 Exhibit 99.1 NRC GROUP HOLDINGS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) September 30, December 31, 2018 2017 (Unaudited) ASSETS Current assets Cash $ 14,376

NRC Group’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

EX-99.2 3 f8k102318a1ex99-2nrcgroup.htm MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUTMARKET RISK FOR THE REGISTRANT AS OF SEPTEMBER 30, 2018 AND FOR EACH OF THE NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2018 Exhibit 99.2 NRC Group’s Management’s Discussion and Analysis of Financial Condition and Results of Oper

NRCG / NRC GROUP HOLDINGS CORP. / Jfl Gp Investors Iii, Llc - SCHEDULE13D Activist Investment

SC 13D 1 sc13d1018jflnrcnrcgroup.htm SCHEDULE13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NRC Group Holdings Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 629375106 (CUSIP Number) David Rattner 110 East 59th Street, 27th Floor New York, NY 10022 (212) 634-0100 (Na

Power of Attorney

Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints David L. Rattner the undersigned’s true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned’s capacity as a deemed beneficial owner of stock of NRC Group Holdings Corp. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a), or Schedules 13D or 13G in a

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act

Exhibit 99.1 JOINT FILING AGREEMENT Under Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, the undersigned agree to the joint filing of this Schedule 13D with respect to the shares of Common Stock, par value $0.0001 per share, of NRC Group Holdings Corp. beneficially owned by each of them. IN WITNESS WHEREOF, the undersigned executed this Joint Filing Agreement as of October 26, 2018. JFL-

JOINT FILING AGREEMENT

EX-99.3 Exhibit 99.3 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the beneficial ownership by each of the undersigned of the shares of Common Stock of NRC Group Holdings Corp. This Agreement may be execu

NRCG / NRC GROUP HOLDINGS CORP. / CYRUS CAPITAL PARTNERS, L.P. - SCHEDULE 13D Activist Investment

SC 13D 1 d644509dsc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NRC Group Holdings Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 629375 106 (CUSIP number) Jennifer M. Pulick General Counsel Cyrus Capital Partners, L.P. 65 East 55th

NRCG / NRC GROUP HOLDINGS CORP. / Hennessy Capital Partners Iii Llc - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13g1018a1hennessycap3nrc.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* NRC GROUP HOLDINGS CORP. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 629375106 (CUSIP Number) October 17, 2018 (Date of Event Which Requires F

Employment Agreement, dated as of June 22, 2018, by and between NRC Group Holdings, LLC and Joseph Peterson.

EX-10.5 12 f8k1018ex10-5nrcgroup.htm EMPLOYMENT AGREEMENT, DATED AS OF JUNE 22, 2018, BY AND BETWEEN NRC GROUP HOLDINGS, LLC AND JOSEPH PETERSON Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 22, 2018 (the “Effective Date”), between NRC Group Holdings, LLC, a Delaware limited liability company (the “Company”), and Joseph Peterson (“Executi

Code of Business Conduct and Ethics adopted by the registrant’s board of directors on October 17, 2018.

Exhibit 14.1 NRC Group Holdings Corp. CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics (this “Code”) describes the basic principles of conduct that we share as officers and employees of NRC Group Holdings Corp. (the “Company”) and its subsidiaries. This Code also applies to our directors and should be provided to and followed by our agents and representativ

List of subsidiaries of the registrant

Exhibit 21.1 NRC Group Holdings Corp. Subsidiaries Company State or Jurisdiction of Incorporation NRC Group Holdings, LLC Delaware SES Holdco, LLC Delaware Sprint Energy Services, LLC Delaware Quail Run Services, LLC Texas Sprint Karnes County Disposal LLC Texas JFL-NRC Holdings, LLC Delaware NRC US Holding Company, LLC Delaware Progressive Environmental Services, Inc. d/b/a SWS Environmental Serv

Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated October 23, 2018.

Exhibit 16.1 October 23, 2018 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read NRC Group Holdings Corp.’s statements included under Item 4.01 of its Form 8-K dated October 23, 2018, and we agree with such statements, except that we are not in a position to agree or disagree with the Company’s statements tha

Joinder Agreement, dated as of October 2, 2018, by and among BNP Paribas, NRC US Holding Company, LLC, Sprint Energy Services, LLC, and the guarantors party thereto.

Exhibit 10.3 JOINDER AGREEMENT THIS JOINDER AGREEMENT, dated as of October 2, 2018 (this “Agreement”), is entered into by and among BNP PARIBAS (the “Incremental Lender”), NRC US HOLDING COMPANY, LLC, a Delaware limited liability company (the “Borrower Representative” and a “Borrower”), SPRINT ENERGY SERVICES, LLC, a Delaware limited liability company (a “Borrower”), the Guarantors party hereto an

Amended and Restated Bylaws of NRC Group Holdings Corp., incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K (File No. 001-38119) filed with the SEC on October 23, 2018.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NRC group holdings corp. (THE “CORPORATION”) (Amended and Restated October 17, 2018) Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or indiv

Amended and Restated Registration Rights Agreement, dated as of October 17, 2018, by and among the registrant, Hennessy Capital Partners III LLC, and certain security holders of the registrant party thereto, incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K (File No. 001-38119) filed with the SEC on October 23, 2018.

Exhibit 4.1 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), effective as of October 17, 2018, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), Hennessy Capital Partners III LLC, a Delaware limited liability company (the “Sponsor”), ea

Pledge and Security Agreement, dated as of June 11, 2018, by and among NRC US Holding Company, LLC, Sprint Energy Services, LLC, JFL-NRC Holdings, LLC< SES Holdco, LLC, NRC Group Holdings, LLC, the grantors party thereto from time to time, and BNP Paribas.

Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT dated as of June 11, 2018 among NRC US HOLDING COMPANY, LLC and SPRINT ENERGY SERVICES, LLC, each as a Borrower NRC GROUP HOLDINGS, LLC, as Parent JFL-NRC HOLDINGS, LLC and SES HOLDCO, LLC, as Holding Companies EACH OF THE OTHER GRANTORS PARTY HERETO and BNP PARIBAS, as Collateral Agent TABLE OF CONTENTS PAGE SECTION 1. DEFINITIONS AND INTERPRETATION 1 1.

Investor Rights Agreement, dated as of October 17, 2018, by and among the registrant, JFL-NRC-SES Partners, LLC and J.F. Lehman & Company, LLC, incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K (File No. 001-38119) filed with the SEC on October 23, 2018.

Exhibit 4.2 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of October 17, 2018 by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), JFL-NRC-SES Partners, LLC, a Delaware limited liability company (“JFL Seller”), and J.F. Lehman & Company, LLC (“JFLCo,” and, together with JFL Seller and each of its respe

Employment Agreement, dated as of August 29, 2016, by and between Sprint Energy Services, LLC and Robert V. Nelson III.

Exhibit 10.6 Sprint Energy Services, LLC 950 Echo Lane, Suite 357 Houston, Texas 77024 August 29, 2016 Robert V. Nelson III 2190 Briarglen Drive Houston, Texas 77027 Dear Robby, We are pleased to confirm and memorialize our agreement with you as Chief Operating Officer (“COO”) of Sprint Energy Services, LLC (the “Company”), as follows: 1. Offices and Duties; Transition; Term You shall serve as the

Form of Indemnification Agreement between the registrant and each of its directors and executive officers.

Exhibit 10.8 FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of (this “Agreement”), is made by and between NRC Group Holdings Corp. (f/k/a Hennessy Capital Acquisition Corp. III), a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS: A. Section 141 of the Delaware General Corporation Law provides that the business

Intellectual Property Security Agreement, dated as of June 11, 2018, by and among National Response Corporation, NRC NY Environmental Services, Inc., Progressive Environmental Services Inc., and BNP Paribas.

Exhibit 10.10 INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is made as of June 11, 2018 between each of the signatories hereto (collectively, the “Grantors”) in favor of BNP PARIBAS, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) (as defined in the Pledge and Security Agreement referred to below). R

Certificate of Designations, Preferences, Rights and Limitations of 7.00% Series A Convertible Cumulative Preferred Stock of NRC Group Holdings Corp. (and form of certificate for 7.00% Series A Convertible Preferred Stock of NRC Group Holdings Corp. attached as Exhibit C thereto), incorporated by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K (File No. 001-38119) filed with the SEC on October 23, 2018.

Exhibit 3.3 CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF 7.00% SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK OF NRC GROUP HOLDINGS CORP. (formerly known as Hennessy Capital Acquisition Corp. III) Pursuant to Section 151 of the General Corporation Law of the State of Delaware NRC GROUP HOLDINGS CORP. (formerly known as Hennessy Capital Acquisition Corp. III), a Delaware cor

Employment Agreement, dated as of July 18, 2018, by and between NRC Group Holdings, LLC and Christian Swinbank.

Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 18, 2018 (the “Effective Date”), between NRC Group Holdings, LLC, a Delaware limited liability company (the “Company”), and Christian T. Swinbank (“Executive”) and supersedes and replaces in its entirety that certain employment agreement executed by Executive and Sprint Energy Services, LLC on

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): October 23, 2018 (October 17, 2018) NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incor

Intellectual Property Security Agreement, dated as of June 11, 2018, by and between National Response Corporation and BNP Paribas.

Exhibit 10.11 INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is made as of June 11, 2018 between each of the signatories hereto (collectively, the “Grantors”) in favor of BNP PARIBAS, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) (as defined in the Pledge and Security Agreement referred to below). R

Lock-Up Agreement, dated as of October 17, 2018, by and between the registrant and JFL-NRC-SES Partners, LLC, incorporated by reference to Exhibit 4.3 to the registrant’s Current Report on Form 8-K (File No. 001-38119) filed with the SEC on October 23, 2018.

Exhibit 4.3 LOCK-UP AGREEMENT October 17, 2018 Hennessy Capital Acquisition Corp. III 3500 Sunrise Highway Suite 200, Building 200 Great River, New York 11739 Ladies and Gentlemen: This letter agreement (this “Agreement”) relates to a Purchase Agreement entered into as of June 25, 2018 (“Purchase Agreement”) by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (“Purchaser”

NRC Group Holdings Corp. 2018 Equity and Incentive Compensation Plan.

Exhibit 10.9 NRC GROUP HOLDINGS CORP. 2018 EQUITY AND INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to attract and retain non-employee Directors, officers and other employees of the Company and its Subsidiaries, and certain other service providers to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. 2. Defi

Employment Agreement, dated as of May 28, 2015, by and between JFL-NRC Holdings, LLC and Paul Taveira.

Exhibit 10.7 JFL-NRC Holdings, LLC 3500 Sunrise Highway, Suite T103 Great River, NY 11739 May 28, 2015 STRICTLY PRIVATE & CONFIDENTIAL Paul Taveira 202 Topwater Lane Greensboro, NC 27455 Dear Paul, We are pleased to confirm and memorialize our agreement with you as President and Chief Executive Officer of JFL-NRC Holdings, L.L.C. (together with its subsidiaries and successors and assigns, the “Com

Second Amended and Restated Certificate of Incorporation of Hennessy Capital Acquisition Corp. III (renamed NRC Group Holdings Corp.), incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K (File No. 001-38119) filed with the SEC on October 23, 2018.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HENNESSY capital acquisition corp. III October 17, 2018 Hennessy Capital Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original certificate of incorporation of the Corporation was filed with the Secretary of State

Credit and Guaranty Agreement, dated as of June 11, 2018, between JFL-NRC Holdings, LLC and SES Holdco, LLC, as borrowers, NRC Group Holdings, LLC, as parent, and the other guarantors party thereto.

EX-10.1 8 f8k1018ex10-1nrcgroup.htm CREDIT AND GUARANTY AGREEMENT, DATED AS OF JUNE 11, 2018, BETWEEN JFL-NRC HOLDINGS, LLC AND SES HOLDCO, LLC, AS BORROWERS, NRC GROUP HOLDINGS, LLC, AS PARENT, AND THE OTHER GUARANTORS PARTY THERETO Exhibit 10.1 CREDIT AND GUARANTY AGREEMENT Dated as of June 11, 2018 among NRC US HOLDING COMPANY, LLC and SPRINT ENERGY SERVICES, LLC each as a Borrower NRC GROUP HO

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 29, 2018, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 29, 2018, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)

Regulation FD Disclosure, Change in Shell Company Status, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

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): October 17, 2018 NRC GROUP HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation) (Commissi

Hennessy Capital Acquisition Corp. III Completes Acquisition of NRC Group From J.F. Lehman & Company - NRC Group Becomes a Public Company, Trading on the NYSE American Under the Ticker “NRCG” to Commence on October 18, 2018 -

EX-99.1 2 f8k1018ex99-1hennessy.htm PRESS RELEASE DATED OCTOBER 17, 2018 Exhibit 99.1 Hennessy Capital Acquisition Corp. III Completes Acquisition of NRC Group From J.F. Lehman & Company - NRC Group Becomes a Public Company, Trading on the NYSE American Under the Ticker “NRCG” to Commence on October 18, 2018 - NEW YORK – October 17, 2018 – Hennessy Capital Acquisition Corp. III (NYSE American: HCA

HCAC / Hennessy Capital Acquisition Corp. II DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Other Events, Financial Statements and Exhibits

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): October 11, 2018 HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporat

NRC Group Receives Permit for Permian Basin Waste Disposal Landfill -Pecos County, Texas Permit Highlights Strength of NRC’s Near-Term Waste Expansion Strategy-

Exhibit 99.1 NRC Group Receives Permit for Permian Basin Waste Disposal Landfill -Pecos County, Texas Permit Highlights Strength of NRC’s Near-Term Waste Expansion Strategy- NEW YORK and GREAT RIVER, NEW YORK – October 11, 2018 – Hennessy Capital Acquisition Corp. III (NYSE American: HCAC.U, HCAC, HCAC.WS) (“HCAC” or the “Company”) and NRC Group Holdings, LLC (“NRC Group”), which HCAC expects to a

First Amendment to Purchase Agreement, dated as of July 12, 2018, by and between JFL-NRC-SES Partners, LLC and the registrant, incorporated by reference to Exhibit 2.1 to the registrant’s Quarterly Report on Form 10-Q (File No. 001-38119) filed with the SEC on October 10, 2018.

EX-2.1 2 f10q0918ex2-1hennessy.htm FIRST AMENDMENT TO PURCHASE AGREEMENT, DATED AS OF JULY 12, 2018, BY AND BETWEEN JFL-NRC-SES PARTNERS, LLC AND HENNESSY CAPITAL ACQUISITION CORP. III Exhibit 2.1 FIRST AMENDMENT TO PURCHASE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is dated as of July 12, 2018 (the “Effective Date”), by and between JFL-NRC-SES Partners, LLC, a Delawa

HCAC / Hennessy Capital Acquisition Corp. II QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37509 HENNESSY CAPITAL AC

HCAC / Hennessy Capital Acquisition Corp. II DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

NRC Group Closes Acquisition of Quail Run Services, Leading Provider of Wellsite Wastewater Treatment - Strengthens NRC Group’s waste disposal offering in both the Permian and Eagle Ford basins -

Exhibit 99.1 NRC Group Closes Acquisition of Quail Run Services, Leading Provider of Wellsite Wastewater Treatment - Strengthens NRC Group’s waste disposal offering in both the Permian and Eagle Ford basins - NEW YORK – October 3, 2018 – Hennessy Capital Acquisition Corp. III (NYSE American: HCAC.U, HCAC, HCAC.WS) (“HCAC” or the “Company”) today announced that NRC Group Holdings, LLC (“NRC Group”)

Financial Statements and Exhibits, Other Events

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): October 3, 2018 HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporati

HCAC / Hennessy Capital Acquisition Corp. II DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confiden

Current NRC Group Owner J.F. Lehman & Company Announces $50 Million Strategic Investment in Hennessy Capital’s Proposed Business Combination

EX-99.2 3 f8k100218ex99-2hennessy.htm PRESS RELEASE ISSUED BY HENNESSY CAPITAL ACQUISITION CORP. III ON OCTOBER 2, 2018 Exhibit 99.2 Current NRC Group Owner J.F. Lehman & Company Announces $50 Million Strategic Investment in Hennessy Capital’s Proposed Business Combination NEW YORK – October 2, 2018 – Hennessy Capital Acquisition Corp. III (NYSE American: HCAC.U, HCAC, HCAC.WS) (“HCAC” or the “Com

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

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): October 2, 2018 HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporati

I NVESTOR P RESENTATION October 2018

Exhibit 99.1 I NVESTOR P RESENTATION October 2018 Important Disclaimers Use of Projections and NRC 2017 Financial Information This presentation contains financial forecasts with respect to NRC Group Holdings LLC’s (“NRC” or the “Company”) projected revenues, Adjusted EBITDA, and net capital expenditures for NRC’s fiscal 2018 and 2019. Neither the independent auditors of Hennessy Capital Acquisitio

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

NRCG / NRC GROUP HOLDINGS CORP. TEXT-EXTRACT

September 28, 2018 Nicholas A. Petruska Executive Vice President, Chief Financial Officer and Secretary Hennessy Capital Acquisition Corp. III 3845 North Pine Way Suite 110 Wilson, WY 83014 Re: Hennessy Capital Acquisition Corp. III Revised Preliminary Proxy Statement Filed September 5, 2018 File No. 1-38119 Dear Mr. Petruska: We have completed our review of your filing. We remind you that the com

LETTER

September 28, 2018 Nicholas A. Petruska Executive Vice President, Chief Financial Officer and Secretary Hennessy Capital Acquisition Corp. III 3845 North Pine Way Suite 110 Wilson, WY 83014 Re: Hennessy Capital Acquisition Corp. III Revised Preliminary Proxy Statement Filed September 5, 2018 File No. 1-38119 Dear Mr. Petruska: We have completed our review of your filing. We remind you that the com

Hennessy Capital Acquisition Corp. III Announces Record and Meeting Dates for Special Meeting of Stockholders to Approve Purchase of NRC Group Holdings, LLC - Special meeting of stockholders to approve proposed business combination with NRC Group to

EX-99.1 2 f8k092118ex99-1hennessy.htm PRESS RELEASE ISSUED BY HENNESSY CAPITAL ACQUISITION CORP. III ON SEPTEMBER 21, 2018 Exhibit 99.1 Hennessy Capital Acquisition Corp. III Announces Record and Meeting Dates for Special Meeting of Stockholders to Approve Purchase of NRC Group Holdings, LLC - Special meeting of stockholders to approve proposed business combination with NRC Group to be held Octobe

Financial Statements and Exhibits, Other Events

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): September 21, 2018 HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorpor

Press release issued by Hennessy Capital Acquisition Corp. III on September 21, 2018

EX-99.1 2 f8k092118ex99-1hennessy.htm PRESS RELEASE ISSUED BY HENNESSY CAPITAL ACQUISITION CORP. III ON SEPTEMBER 21, 2018 Exhibit 99.1 Hennessy Capital Acquisition Corp. III Announces Record and Meeting Dates for Special Meeting of Stockholders to Approve Purchase of NRC Group Holdings, LLC - Special meeting of stockholders to approve proposed business combination with NRC Group to be held Octobe

HCAC / Hennessy Capital Acquisition Corp. II CURRENT REPORT

DEFA14A 1 f8k092118hennessycapital3.htm CURRENT REPORT 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): September 21, 2018 HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38

HCAC / Hennessy Capital Acquisition Corp. II REVISED PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confid

LETTER

September 20, 2018 Nicholas A. Petruska Executive Vice President, Chief Financial Officer and Secretary Hennessy Capital Acquisition Corp. III 3845 North Pine Way Suite 110 Wilson, WY 83014 Re: Hennessy Capital Acquisition Corp. III Revised Preliminary Proxy Statement Filed September 5, 2018 File No. 1-38119 Dear Mr. Petruska: We have reviewed your filing and have the following comments. In some o

NRCG / NRC GROUP HOLDINGS CORP. TEXT-EXTRACT

September 20, 2018 Nicholas A. Petruska Executive Vice President, Chief Financial Officer and Secretary Hennessy Capital Acquisition Corp. III 3845 North Pine Way Suite 110 Wilson, WY 83014 Re: Hennessy Capital Acquisition Corp. III Revised Preliminary Proxy Statement Filed September 5, 2018 File No. 1-38119 Dear Mr. Petruska: We have reviewed your filing and have the following comments. In some o

NRCG / NRC GROUP HOLDINGS CORP. CORRESP

Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 +1 312 853 7000 +1 312 853 7036 AMERICA · ASIA PACIFIC · EUROPE mheinz@sidley.

HCAC / Hennessy Capital Acquisition Corp. II REVISED PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

NRCG / NRC GROUP HOLDINGS CORP. CORRESP

Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 +1 312 853 7000 +1 312 853 7036 AMERICA ● ASIA PACIFIC ● EUROPE mheinz@sidley.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): August 29, 2018 (August 24, 2018) HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdict

Subscription Agreement, dated as of August 24, 2018, by and between Hennessy Capital Acquisition Corp. III and Cyrus Capital Partners, L.P., a Delaware limited partnership (including the form of Certificate of Designations, Preferences, Rights and Limitations of 7.00% Series A Convertible Cumulative Preferred Stock of NRC Group Holdings Corp. (formerly known as Hennessy Capital Acquisition Corp. III) attached as Exhibit A thereto).

EX-10.1 2 f8k0818ex10-1hennessycap3.htm SUBSCRIPTION AGREEMENT Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 24th day of August, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Issuer”), and Cyrus Capital Partners, L.P., a Delaware limited partnership (“Subscriber”). W

Hennessy Capital Acquisition Corp. III Announces $85 Million in Equity Capital Commitments - All financing required to complete its proposed business combination with NRC Group fully-committed - - Transaction expected to be completed in October 2018

EX-99.1 3 f8k0818ex99-1hennessycap3.htm PRESS RELEASE Exhibit 99.1 Hennessy Capital Acquisition Corp. III Announces $85 Million in Equity Capital Commitments - All financing required to complete its proposed business combination with NRC Group fully-committed - - Transaction expected to be completed in October 2018 - NEW YORK – August 29, 2018 – Hennessy Capital Acquisition Corp. III (NYSE America

HCAC / Hennessy Capital Acquisition Corp. II CURRENT REPORT

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): August 29, 2018 (August 24, 2018) HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdict

Subscription Agreement, dated as of August 24, 2018, by and between Hennessy Capital Acquisition Corp. III and Cyrus Capital Partners, L.P., a Delaware limited partnership (including the form of Certificate of Designations, Preferences, Rights and Limitations of 7.00% Series A Convertible Cumulative Preferred Stock of NRC Group Holdings Corp. (formerly known as Hennessy Capital Acquisition Corp. III) attached as Exhibit A thereto).

EX-10.1 2 f8k0818ex10-1hennessycap3.htm SUBSCRIPTION AGREEMENT Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 24th day of August, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Issuer”), and Cyrus Capital Partners, L.P., a Delaware limited partnership (“Subscriber”). W

Press release issued by Hennessy Capital Acquisition Corp. III on August 29, 2018

Exhibit 99.1 Hennessy Capital Acquisition Corp. III Announces $85 Million in Equity Capital Commitments - All financing required to complete its proposed business combination with NRC Group fully-committed - - Transaction expected to be completed in October 2018 - NEW YORK – August 29, 2018 – Hennessy Capital Acquisition Corp. III (NYSE American: HCAC.U, HCAC, HCAC.WS) ("HCAC" or the “Company”) an

LETTER

August 20, 2018 Nicholas A. Petruska Executive Vice President, Chief Financial Officer and Secretary Hennessy Capital Acquisition Corp. III 3845 North Pine Way Suite 110 Wilson, WY 83014 Re: Hennessy Capital Acquisition Corp. III PREM14A filed July 20, 2018 File No. 001-38119 Dear Mr. Petruska: We have reviewed your preliminary proxy statement and have the following comments. In some of our commen

NRCG / NRC GROUP HOLDINGS CORP. TEXT-EXTRACT

August 20, 2018 Nicholas A. Petruska Executive Vice President, Chief Financial Officer and Secretary Hennessy Capital Acquisition Corp. III 3845 North Pine Way Suite 110 Wilson, WY 83014 Re: Hennessy Capital Acquisition Corp. III PREM14A filed July 20, 2018 File No. 001-38119 Dear Mr. Petruska: We have reviewed your preliminary proxy statement and have the following comments. In some of our commen

NRCG / NRC GROUP HOLDINGS CORP. / BASSO CAPITAL MANAGEMENT, L.P. Passive Investment

SC 13G 1 efc18-534sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HENNESSY CAPITAL ACQUISITION CORP. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 42588L105 (CUSIP Number) July 18, 2018 (Date of Event which Requires Filing of this Statement) Check the app

HCAC / Hennessy Capital Acquisition Corp. II QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0618hennessycap3.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

HCAC / Hennessy Capital Acquisition Corp. II PRELIMINARY PROXY STATEMENT

PREM14A 1 prem14a0718hennessycap3.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropr

HCAC / Hennessy Capital Acquisition Corp. II SOLICITING MATERIAL UNDER 240.14A-12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

CORPORATE PARTICIPANTS

Exhibit 99.1 CORPORATE PARTICIPANTS Cody Slach, Managing Director, Liolios Group / IR Advisor for HCAC Daniel Hennessy, Chairman and Chief Executive Officer, HCAC Jim O’Neil, Independent Director, HCAC Chris Swinbank, Chief Executive Officer, NRC Group Joe Peterson, Chief Financial Officer, NRC Group P R E S E N T A T I O N Operator: Good morning everyone and thank you for participating in today’s

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 27, 2018 HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction of incorporation

Sponsor Warrant Exchange and Share Forfeiture Agreement, dated as of June 25, 2018, by and between Hennessy Capital Partners III LLC and Hennessy Capital Acquisition Corp. III.

Exhibit 10.4 SPONSOR WARRANT EXCHANGE AND SHARE FORFEITURE AGREEMENT June 25, 2018 Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 Re: Exchange of Private Placement Warrants and Forfeiture of Founder Shares Ladies and Gentlemen: Reference is made to that certain Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and between Henn

Backstop and Subscription Agreement, dated as of June 25, 2018, by and between Hennessy Capital Acquisition Corp. III and Nomura Securities International, Inc. (including the form of Certificate of Designations, Preferences, Rights and Limitations of Series A Convertible Cumulative Preferred Stock of NRC Group Holdings Corp. (formerly known as Hennessy Capital Acquisition Corp. III) attached as Exhibit A thereto).

Exhibit 10.1 BACKSTOP AND SUBSCRIPTION AGREEMENT This BACKSTOP AND SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 25th day of June, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Issuer”), and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York (“Subscriber”). WHEREAS, the Issuer

I NVESTOR P RESENTATION June 2018

Exhibit 99.2 I NVESTOR P RESENTATION June 2018 Important Disclaimers Use of Projections and NRC 2017 Financial Information This presentation contains financial forecasts with respect to NRC Group Holdings’ (“NRC” or the “Company”) projected revenues, Adjusted EBITDA, and net capital expenditures for NRC’s fiscal 2018 and 2019. Neither the independent auditors of Hennessy Capital Acquisition Corp.

Form of Investor Rights Agreement to be entered into by and among Hennessy Capital Acquisition Corp. III, JFL-NRC-SES Partners, LLC and J.F. Lehman & Company, LLC

EX-10.7 9 f8k0618ex10-7hennessy.htm FORM OF INVESTOR RIGHTS AGREEMENT Exhibit 10.7 FORM OF INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of [], 2018 by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), JFL-NRC-SES Partners, LLC, a Delaware limited liability company (“JFL Seller”), and J.F. Lehman & Com

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 26, 2018 (June 25, 2018) HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction

Form of Amended and Restated Registration Rights Agreement to be entered into by and among Hennessy Capital Acquisition Corp. III, Hennessy Capital Partners III LLC, JFL-NRC-SES Partners, LLC and the other investors to be named therein.

Exhibit 10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT1 THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), effective as of [], 2018, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), Hennessy Capital Partners III LLC, a Delaware limited liability company (the “Sponsor”), each of the unders

Form of Lock-Up Agreement to be entered into by and between Hennessy Capital Acquisition Corp. III and JFL-NRC-SES Partners, LLC.

Exhibit 10.6 FORM OF LOCK-UP AGREEMENT [ ], 2018 Hennessy Capital Acquisition Corp. III 3500 Sunrise Highway Suite 200, Building 200 Great River, New York 11739 Ladies and Gentlemen: This letter agreement (this “Agreement”) relates to a Purchase Agreement entered into as of June 25, 2018 (“Purchase Agreement”) by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (“Purchase

Hennessy Capital Acquisition Corp. III Announces Agreement to Acquire NRC Group Holdings, LLC from J.F. Lehman & Company - Hennessy to Acquire a Leading Global Provider of Comprehensive Environmental, Compliance and Waste Management Services from J.F

Exhibit 99.1 Hennessy Capital Acquisition Corp. III Announces Agreement to Acquire NRC Group Holdings, LLC from J.F. Lehman & Company - Hennessy to Acquire a Leading Global Provider of Comprehensive Environmental, Compliance and Waste Management Services from J.F. Lehman & Company - - Management to Discuss Acquisition via Conference Call Tomorrow, June 27, at 10:00 a.m. EDT - NEW YORK, NEW YORK an

Voting and Support Agreement Subscription Agreement, dated as of June 25, 2018, by and among JFL-NRC-SES Partners, LLC, Hennessy Capital Partners III LLC and the stockholders of Hennessy Capital Acquisition Corp. III set forth therein.

Exhibit 10.3 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 25, 2018, by and among JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the “Seller”), Hennessy Capital Partners III LLC, a Delaware limited liability company (“Hennessy Capital Partners III”), and the stockholders of Purchaser (as defined below) set forth on Sc

JFL Subscription Agreement, dated as of June 25 2018, by and among Hennessy Capital Acquisition Corp. III, Hennessy Capital Partners III LLC and J.F. Lehman & Company, LLC.

Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of June 25, 2018, among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), Hennessy Capital Partners III LLC, a Delaware limited liability company (“HCP”), and J.F. Lehman & Company, LLC, a Delaware limited liability company (“JFL”). WHEREAS, concurrently with the exec

Purchase Agreement, dated as of June 25, 2018, by and between JFL-NRC-SES Partners, LLC and the registrant, incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K (File No. 001-38119) filed with the SEC on June 26, 2018.

EX-2.1 2 f8k0618ex2-1hennessy.htm PURCHASE AGREEMENT Exhibit 2.1 PURCHASE AGREEMENT BY AND BETWEEN JFL-NRC-SES PARTNERS, LLC AND HENNESSY CAPITAL ACQUISITION CORP. III RELATING TO THE PURCHASE OF MEMBERSHIP INTERESTS OF NRC GROUP HOLDINGS, LLC DATED AS OF JUNE 25, 2018 ARTICLE I DEFINITIONS 2 ARTICLE II TERMS OF PURCHASE AND SALE 20 Section 2.01 Purchase and Sale 20 Section 2.02 Total Purchase Pri

HCAC / Hennessy Capital Acquisition Corp. II FORM 8-K

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): June 26, 2018 (June 25, 2018) HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisdiction

Investor Presentation dated June 2018

Exhibit 99.2 I NVESTOR P RESENTATION June 2018 Important Disclaimers Use of Projections and NRC 2017 Financial Information This presentation contains financial forecasts with respect to NRC Group Holdings’ (“NRC” or the “Company”) projected revenues, Adjusted EBITDA, and net capital expenditures for NRC’s fiscal 2018 and 2019. Neither the independent auditors of Hennessy Capital Acquisition Corp.

JFL Subscription Agreement, dated as of June 25 2018, by and among Hennessy Capital Acquisition Corp. III, Hennessy Capital Partners III LLC and J.F. Lehman & Company, LLC.

Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of June 25, 2018, among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), Hennessy Capital Partners III LLC, a Delaware limited liability company (“HCP”), and J.F. Lehman & Company, LLC, a Delaware limited liability company (“JFL”). WHEREAS, concurrently with the exec

Form of Lock-Up Agreement to be entered into by and between Hennessy Capital Acquisition Corp. III and JFL-NRC-SES Partners, LLC.

EX-10.6 8 f8k0618ex10-6hennessy.htm FORM OF LOCK-UP AGREEMENT Exhibit 10.6 FORM OF LOCK-UP AGREEMENT [ ], 2018 Hennessy Capital Acquisition Corp. III 3500 Sunrise Highway Suite 200, Building 200 Great River, New York 11739 Ladies and Gentlemen: This letter agreement (this “Agreement”) relates to a Purchase Agreement entered into as of June 25, 2018 (“Purchase Agreement”) by and between Hennessy Ca

Form of Investor Rights Agreement to be entered into by and among Hennessy Capital Acquisition Corp. III, JFL-NRC-SES Partners, LLC and J.F. Lehman & Company, LLC

Exhibit 10.7 FORM OF INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of [], 2018 by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), JFL-NRC-SES Partners, LLC, a Delaware limited liability company (“JFL Seller”), and J.F. Lehman & Company, LLC (“JFLCo,” and, together with JFL Seller and each of its resp

Voting and Support Agreement Subscription Agreement, dated as of June 25, 2018, by and among JFL-NRC-SES Partners, LLC, Hennessy Capital Partners III LLC and the stockholders of Hennessy Capital Acquisition Corp. III set forth therein.

Exhibit 10.3 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 25, 2018, by and among JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the “Seller”), Hennessy Capital Partners III LLC, a Delaware limited liability company (“Hennessy Capital Partners III”), and the stockholders of Purchaser (as defined below) set forth on Sc

Form of Amended and Restated Registration Rights Agreement to be entered into by and among Hennessy Capital Acquisition Corp. III, Hennessy Capital Partners III LLC, JFL-NRC-SES Partners, LLC and the other investors to be named therein.

Exhibit 10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT1 THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), effective as of [], 2018, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), Hennessy Capital Partners III LLC, a Delaware limited liability company (the “Sponsor”), each of the unders

Purchase Agreement, dated as of June 25, 2018, by and between Hennessy Capital Acquisition Corp. III and JFL-NRC-SES Partners, LLC.

Exhibit 2.1 PURCHASE AGREEMENT BY AND BETWEEN JFL-NRC-SES PARTNERS, LLC AND HENNESSY CAPITAL ACQUISITION CORP. III RELATING TO THE PURCHASE OF MEMBERSHIP INTERESTS OF NRC GROUP HOLDINGS, LLC DATED AS OF JUNE 25, 2018 ARTICLE I DEFINITIONS 2 ARTICLE II TERMS OF PURCHASE AND SALE 20 Section 2.01 Purchase and Sale 20 Section 2.02 Total Purchase Price 20 Section 2.03 Closing Payment 21 Section 2.04 Pu

Sponsor Warrant Exchange and Share Forfeiture Agreement, dated as of June 25, 2018, by and between Hennessy Capital Partners III LLC and Hennessy Capital Acquisition Corp. III.

EX-10.4 6 f8k0618ex10-4hennessy.htm SPONSOR WARRANT EXCHANGE AND SHARE FORFEITURE AGREEMENT Exhibit 10.4 SPONSOR WARRANT EXCHANGE AND SHARE FORFEITURE AGREEMENT June 25, 2018 Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 Re: Exchange of Private Placement Warrants and Forfeiture of Founder Shares Ladies and Gentlemen: Reference is made to that certain Pur

Press Release issued June 26, 2018

Exhibit 99.1 Hennessy Capital Acquisition Corp. III Announces Agreement to Acquire NRC Group Holdings, LLC from J.F. Lehman & Company - Hennessy to Acquire a Leading Global Provider of Comprehensive Environmental, Compliance and Waste Management Services from J.F. Lehman & Company - - Management to Discuss Acquisition via Conference Call Tomorrow, June 27, at 10:00 a.m. EDT - NEW YORK, NEW YORK an

Backstop and Subscription Agreement, dated as of June 25, 2018, by and between Hennessy Capital Acquisition Corp. III and Nomura Securities International, Inc. (including the form of Certificate of Designations, Preferences, Rights and Limitations of Series A Convertible Cumulative Preferred Stock of NRC Group Holdings Corp. (formerly known as Hennessy Capital Acquisition Corp. III) attached as Exhibit A thereto).

EX-10.1 3 f8k0618ex10-1hennessy.htm BACKSTOP AND SUBSCRIPTION AGREEMENT Exhibit 10.1 BACKSTOP AND SUBSCRIPTION AGREEMENT This BACKSTOP AND SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 25th day of June, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Issuer”), and Nomura Securities International, Inc., a corporation formed und

HCAC / Hennessy Capital Acquisition Corp. II QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37509 HENNESSY CAPITAL ACQUIS

NRCG / NRC GROUP HOLDINGS CORP. / Karpus Management, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13 G Under the Securities Exchange Act of 1934 (Amendment No. 1) Henessy Capital Acquisition Corp. III (HCAC) (Name of Issuer) Common Stock (Title of Class of Securities) 42588l105 (CUSIP Number) April 30, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

HCAC / Hennessy Capital Acquisition Corp. II ANNUAL REPORT (Annual Report)

10-K 1 f10k2017hennessycapitalacq3.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

NRCG / NRC GROUP HOLDINGS CORP. / Karpus Management, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13 G Under the Securities Exchange Act of 1934 Henessy Capital Acquisition Corp (HCAC) (Name of Issuer) Common Stock (Title of Class of Securities) 42588l105 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

NRCG / NRC GROUP HOLDINGS CORP. / Polar Asset Management Partners Inc. - SC 13G Passive Investment

Polar Asset Management Partners Inc. - Schedule 13G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hennessy Capital Acquisition Corp. III (Name of Issuer) Common stock (Title of Class of Securities) 42588L105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Fi

NRCG / NRC GROUP HOLDINGS CORP. / Hennessy Capital Partners Iii Llc - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Hennessy Capital Acquisition Corp. III (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 42588L204 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

HCAC / Hennessy Capital Acquisition Corp. II QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37509 HENNESSY CAPITAL AC

HCAC / Hennessy Capital Acquisition Corp. II QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37509 HENNESSY CAPITAL ACQUISI

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2017 (July 27, 2017) HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other juris

Hennessy Capital Acquisition Corp. III Common Stock and Warrants to Commence Trading Separately on August 1, 2017

EX-99.1 2 f8k072717ex99ihennessy.htm PRESS RELEASE, DATED JULY 27, 2017 Exhibit 99.1 Hennessy Capital Acquisition Corp. III Common Stock and Warrants to Commence Trading Separately on August 1, 2017 NEW YORK – July 27, 2017 – Hennessy Capital Acquisition Corp. III (NYSE American: HCAC.U) (the “Company”) announced today that holders of the Company’s units may elect to separately trade the common st

Financial Statements and Exhibits, Other Events

8-K 1 f8k071917hennessycapitaliii.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2017 (July 19, 2017) HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter

Hennessy Capital Acquisition Corp. III Announces Closing of Over-Allotment Option in Connection with its Initial Public Offering

EX-99.2 3 f8k071917ex99iihennessycap.htm PRESS RELEASE, DATED JULY 19, 2017 Exhibit 99.2 Hennessy Capital Acquisition Corp. III Announces Closing of Over-Allotment Option in Connection with its Initial Public Offering NEW YORK – July 19, 2017 – Hennessy Capital Acquisition Corp. III (NYSE MKT: HCAC.U) (the “Company”) announced today that the underwriters of its initial public offering have exercis

HENNESSY CAPITAL ACQUISITION CORP. III PRO FORMA BALANCE SHEET

Exhibit 99.1 HENNESSY CAPITAL ACQUISITION CORP. III PRO FORMA BALANCE SHEET As of Pro Forma Pro Forma June 28, 2017 Adjustments As Adjusted (unaudited) (unaudited) ASSETS Current assets: Cash $ 2,675,000 $ (317,000 ) a $ 2,358,000 Prepaid expenses 90,000 - 90,000 Total current assets 2,765,000 (317,000 ) 2,448,000 Cash held in Trust Account 227,250,000 31,967,000 a 259,217,000 Total Assets $ 230,0

Hennessy Capital Acquisition Corp. III

Exhibit 99.1 Hennessy Capital Acquisition Corp. III Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Balance Sheet F-4 ? F-9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Hennessy Capital Acquisition Corp. III We have audited the accompanying balance sheet of Hennessy Capital Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2017 (June 28, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2017 (June 28, 2017) HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other jurisd

Hennessy Capital Acquisition Corp. III Announces Pricing of $225 Million Initial Public Offering

EX-99.1 9 f8k062217ex99ihennessy.htm PRESS RELEASE ANNOUNCING PRICING OF IPO Exhibit 99.1 Hennessy Capital Acquisition Corp. III Announces Pricing of $225 Million Initial Public Offering NEW YORK, June 21, 2017 - Hennessy Capital Acquisition Corp. III (the “Company”) announced today that it priced its initial public offering of 22,500,000 units at $10.00 per unit. Each unit issued in the initial p

Letter Agreement, by and among the Company and certain security holders, officers and directors of the Company. (1)

Exhibit 10.3 June 22, 2017 Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) proposed to be entered into by and between Hennessy Capital Acquisition Corp. III, a Delaware corporati

Investment Management Trust Account Agreement, dated June 22, 2017, between Continental Stock Transfer and Trust Company and the Company

EX-10.1 5 f8k062217ex10ihennessy.htm INVESTMENT MANAGEMENT TRUST ACCOUNT AGREEMENT, DATED JUNE 22, 2017, BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 22, 2017 by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation

Underwriting Agreement, dated June 22, 2017, between the Company and Credit Suisse Securities (USA) LLC

Exhibit 1.1 Hennessy Capital Acquisition Corp. III 22,500,000 Units ($10.00 per Unit) Underwriting Agreement June 22, 2017 Underwriting Agreement June 22, 2017 Credit Suisse Securities (USA) LLC as Representative of the several Underwriters listed in Schedule A hereto c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 Ladies and Gentlemen: Hennessy Capital Acqui

Administrative Services Agreement, dated June 22, 2017, by and between the Company and Hennessy Capital LLC

Exhibit 10.4 Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 June 22, 2017 Hennessy Capital LLC 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the securities of Hennessy Acquisition Corp. III (the ?Company?) are first listed on the Nasda

Registration Rights Agreement, dated June 22, 2017, among the Company and certain security holders

EX-10.2 6 f8k062217ex10iihennessy.htm REGISTRATION RIGHTS AGREEMENT, DATED JUNE 22, 2017, AMONG THE COMPANY AND CERTAIN SECURITY HOLDERS Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 22, 2017, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), Hennessy Capital Par

Amended and Restated Certificate of Incorporation

EX-3.1 3 f8k062217ex3ihennessy.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HENNESSY CAPITAL ACQUISITION CORP. III June 22, 2017 Hennessy Capital Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporat

Hennessy Capital Acquisition Corp. III Completes $225 Million Initial Public Offering

Exhibit 99.2 Hennessy Capital Acquisition Corp. III Completes $225 Million Initial Public Offering NEW YORK, June 28, 2017 - Hennessy Capital Acquisition Corp. III (NYSE MKT: HCAC.U) (the ?Company?) announced today the closing of its initial public offering of 22,500,000 units at an initial public offering price of $10.00 per unit, with the offering raising gross proceeds of $225 million. The Comp

Warrant Agreement, dated as of June 22, 2017, between Continental Stock Transfer & Trust Company and the registrant, incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K (File No. 001-38119) filed with the SEC on June 28, 2017.

EX-4.1 4 f8k062217ex4ihennessy.htm WARRANT AGREEMENT, DATED JUNE 22, 2017, BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 4.1 HENNESSY CAPITAL ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 22, 2017 THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 22, 2017, is by and between Hennessy Capital Acquisition

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2017 (June 22, 2017) HENNESSY CAPITAL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-38119 81-4838205 (State or other juris

$225,000,000 Hennessy Capital Acquisition Corp. III 22,500,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-218341 $225,000,000 Hennessy Capital Acquisition Corp. III 22,500,000 Units Hennessy Capital Acquisition Corp. III is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

HENNESSY CAPITAL ACQUISITION CORP. III UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND THREE-QUARTERS OF ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

EX-4.1 4 fs12017a2ex4ihennessy.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U-[●] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 42588L 204 HENNESSY CAPITAL ACQUISITION CORP. III UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND THREE-QUARTERS OF ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common

INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2017 by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-218

As filed with the U.S. Securities and Exchange Commission on June 21, 2017

As filed with the U.S. Securities and Exchange Commission on June 21, 2017 Registration No. 333-218341 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hennessy Capital Acquisition Corp. III (Exact name of registrant as specified in its charter) Delaware 6770 81-4838205 (State or other jurisd

Hennessy Capital Acquisition Corp. III 22,500,000 Units ($10.00 per Unit) Underwriting Agreement

Exhibit 1.1 Hennessy Capital Acquisition Corp. III 22,500,000 Units ($10.00 per Unit) Underwriting Agreement [?], 2017 Underwriting Agreement [?], 2017 Credit Suisse Securities (USA) LLC as Representative of the several Underwriters listed in Schedule A hereto c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 Ladies and Gentlemen: Hennessy Capital Acquisition C

Third Amended and Restated Sponsor Warrants Purchase Agreement, dated June 20, 2017, between the Company and Hennessy Capital Partners III LLC. (3)

Exhibit 10.6 THIRD AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT THIS THIRD AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of June 20, 2017 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), and Hennessy

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2017, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the ?Company?), Hennessy Capital Partners III, LLC., a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holders on the signature page

HENNESSY CAPITAL ACQUISITION CORP. III CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2017

EX-4.4 5 fs12017a2ex4ivhennessy.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 HENNESSY CAPITAL ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2017 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2017, is by and between Hennessy Capital Acquisition Corp. III, a Dela

[Signature page follows]

Exhibit 10.2 [●], 2017 Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HENNESSY CAPITAL ACQUISITION CORP. III June [●], 2017

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HENNESSY CAPITAL ACQUISITION CORP. III June [?], 2017 Hennessy Capital Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Hennessy Capital Acquisition Corp. III?. The original certificate of incorpo

Hennessy Capital Acquisition Corp. III 3485 N. Pines Way Suite 110 Wilson, Wyoming 83014

Hennessy Capital Acquisition Corp. III 3485 N. Pines Way Suite 110 Wilson, Wyoming 83014 June 20, 2017 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Russell Mancuso Re: Hennessy Capital Acquisition Corp. III Registration Statement on Form S-1 Filed May 30, 2017, as amended File No. 333-218341 Dear Mr. Mancuso: Pursuant to Rule 461 under the

* * * [signature page follows]

CORRESP 1 filename1.htm June 20, 2017 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Russell Mancuso Re: Hennessy Capital Acquisition Corp. III Registration Statement on Form S-1 Filed May 30, 2017, as amended File No. 333-218341 Dear Mr. Mancuso: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amende

Form 8-A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HENNESSY CAPITAL ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Delaware 81-4838205 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 3485 N. Pine

[Signature page follows]

Exhibit 10.2 [●], 2017 Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (

As filed with the U.S. Securities and Exchange Commission on June 14, 2017

As filed with the U.S. Securities and Exchange Commission on June 14, 2017 Registration No. 333-218341   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hennessy Capital Acquisition Corp. III (Exact name of registrant as specified in its charter) Delaware 6770 81-4838205 (State or other juri

Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 (307) 734-7879

Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 (307) 734-7879 June 13, 2017 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Attention: Russell Mancuso Re: Hennessy Capital Acquisition Corp. III Registration Statement on Form S-1 Submitted May 30, 2017 File No. 333-218341 Dear Mr. Mancuso: Hennessy

LETTER

Mail Stop 3030 June 9, 2017 Via E-mail Daniel J. Hennessy Chairman and Chief Executive Officer Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, WY 83014 Re: Hennessy Capital Acquisition Corp. III Registration Statement on Form S-1 Filed May 30, 2017 File No. 333-218341 Dear Mr. Hennessy: We have reviewed your registration statement and have the following comments. In som

Promissory Note, dated March 31, 2017 issued to Hennessy Capital Partners III LLC. (2)

EX-10.1 11 fs12017ex10ihennessy.htm THIS PROMISSORY NOTE ( NOTE ) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-218341), filed with the Securities and Exchange Commission on May 30, 2017).

EX-10.3 13 fs12017ex10iiihennessy.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT. Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2017 by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the “Company”), and

Certificate of Incorporation. (2)

EX-3.1 3 fs12017ex3ihennessy.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HENNESSY CAPITAL ACQUISITION CORP. III The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST: The name of the corporation is Hennessy Capital Ac

Consent OF DIRECTOR NOMINEE

EX-99.3 23 fs12017ex99iiihennessy.htm CONSENT OF KEVIN M. CHARLTON Exhibit 99.3 Consent OF DIRECTOR NOMINEE As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of Hennessy Capital Acquisition Corp. III (the “Company”), originally filed on May 30, 2017, and any and all am

Bylaws. (2)

EX-3.3 5 fs12017ex3iiihennessy.htm BY LAWS Exhibit 3.3 BY LAWS OF HENNESSY CAPITAL Acquisition CORP. III (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individu

Specimen Warrant Certificate. (2)

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW HENNESSY CAPITAL ACQUISITION CORP. III Incorporated Under the Laws of the State of Delaware CUSIP 42588L 113 Warrant Certificate This Warrant Certificate certifies that , or registered assig

Consent OF DIRECTOR NOMINEE

EX-99.8 28 fs12017ex99viiihennessy.htm CONSENT OF DANIEL R. DIMICCO Exhibit 99.8 Consent OF DIRECTOR NOMINEE As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of Hennessy Capital Acquisition Corp. III (the “Company”), originally filed on May 30, 2017, and any and all a

Securities Subscription Agreement, dated March 31, 2017, between the Company and Hennessy Capital Partners III LLC. (2)

Exhibit 10.5 Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, WY 83014 March 31, 2017 Hennessy Capital Partners III LLC 3485 N. Pines Way, Suite 110 Wilson, WY 83014 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Hennessy Capital Partners III LLC (the ?Subscriber? or ?you?) has made to purchase 7,906,250 shares of common st

Form of Indemnity Agreement. (2)

EX-10.7 17 fs12017ex10viihennessy.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2017, by and between HENNESSY CAPITAL ACQUISITION CORP. III, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as director

Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014

Exhibit 10.8 Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 [], 2017 Hennessy Capital LLC 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 Re: Administrative Services Agreement Gentlemen: This letter will confirm our agreement that, commencing on the date the securities of Hennessy Acquisition Corp. III (the ?Company?) are first listed on the Nasdaq Cap

Consent OF DIRECTOR NOMINEE

Exhibit 99.5 Consent OF DIRECTOR NOMINEE As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of Hennessy Capital Acquisition Corp. III (the ?Company?), originally filed on May 30, 2017, and any and all amendments thereto, registering securities for issuance in the Compan

HENNESSY CAPITAL ACQUISITION CORP. III AUDIT COMMITTEE CHARTER

EX-99.1 21 fs12017ex99ihennessy.htm FORM OF AUDIT COMMITTEE CHARTER. Exhibit 99.1 HENNESSY CAPITAL ACQUISITION CORP. III AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Hennessy Capital Acquisition Corp. III (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● Performing

Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-218341), filed with the Securities and Exchange Commission on May 30, 2017).

EX-3.2 4 fs12017a1ex3iihennessy.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HENNESSY CAPITAL ACQUISITION CORP. III Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HENNESSY CAPITAL ACQUISITION CORP. III [●], 2017 Hennessy Capital Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY

Consent OF DIRECTOR NOMINEE

EX-99.7 27 fs12017ex99viihennessy.htm CONSENT OF JAMES F. O'NEIL III Exhibit 99.7 Consent OF DIRECTOR NOMINEE As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of Hennessy Capital Acquisition Corp. III (the “Company”), originally filed on May 30, 2017, and any and all

EX-99.6

Exhibit 99.6 Consent OF DIRECTOR NOMINEE As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of Hennessy Capital Acquisition Corp. III (the ?Company?), originally filed on May 30, 2017, and any and all amendments thereto, registering securities for issuance in the Compan

[Signature page follows]

EX-10.2 12 fs12017ex10iihennessy.htm FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT AND ITS OFFICERS, DIRECTORS AND SECURITY HOLDERS. Exhibit 10.2 [●], 2017 Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (th

Specimen Common Stock Certificate. (2)

EX-4.2 7 fs12017ex4iihennessy.htm SPECIMEN COMMON STOCK CERTIFICATE. Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 42588L 105 HENNESSY CAPITAL ACQUISITION CORP. III INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF HENNESSY

Consent OF DIRECTOR NOMINEE

Exhibit 99.4 Consent OF DIRECTOR NOMINEE As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a Director Nominee in the Registration Statement on Form S-1 of Hennessy Capital Acquisition Corp. III (the ?Company?), originally filed on May 30, 2017, and any and all amendments thereto, registering securities for issuance in the Compan

Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 (307) 734-7879

Hennessy Capital Acquisition Corp. III 3485 N. Pines Way, Suite 110 Wilson, Wyoming 83014 (307) 734-7879 May 30, 2017 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Attention: Russell Mancuso Re: Hennessy Capital Acquisition Corp. III Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted May 11, 2017 CIK No. 0001703038 Dea