Withdrawal of Registration Statement (rw)
22 Março 2023 - 5:07PM
Edgar (US Regulatory)
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U.S. WELL SERVICES HOLDINGS, LLC
1360 Post Oak Boulevard, Suite 1800
Houston, Texas 77056
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March 22, 2023
VIA
EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
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Re: |
Request for Withdrawal of the Registration Statement on Form S-3
originally filed by U.S. Well Services, Inc. (the Initial Registrant) and the co-registrants identified below (the Co-Registrants)
on April 26, 2022, File No. 333-264494 (together with all exhibits and amendments thereto, the Registration Statement). |
Ladies and Gentlemen:
U.S. Well Services Holdings, LLC, a
Delaware limited liability company acting in its capacity as successor to U.S. Well Services, Inc. (in such capacity, the Registrant), together with the Co-Registrants (collectively, the
Applicants) hereby file this application for withdrawal of the Registration Statement pursuant to Rule 477 under the Securities Act of 1933, as amended (the Securities Act). As provided in that Rule, this
request will be deemed granted at the time of filing unless the Commission within 15 calendar days thereafter notifies the Applicants that it will not be granted.
As disclosed in the Current Report on Form 8-K filed by the Registrant on November 7, 2022, on November 1,
2022, the Initial Registrant (i) became an indirect wholly owned subsidiary of ProFrac Holding Corp., a Delaware corporation, by virtue of the merger transaction described therein, and (ii) immediately following the consummation of such
transaction, converted from a Delaware corporation into the Delaware limited liability company referred to herein as the Registrant. As members of the corporate family resulting from these transactions, it has now been decided that the Applicants
will not engage in the securities offerings contemplated by the Registration Statement.
The Registration Statement has not become effective, and the
Applicants hereby confirm that no securities were sold thereunder.
In accordance with Securities Act Rule 457(p), all fees paid in connection with the
filing of the Registration Statement will remain available for future use as provided therein.
Should you have any questions regarding the foregoing,
please contact James E. Bedar of Brown Rudnick LLP at (617) 856-8167.
Sincerely,
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The Registrant, |
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U.S. WELL SERVICES HOLDINGS, LLC |
as successor to U.S. Well Services, Inc. |
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By: |
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/s/ Robert J. Willette |
Name: |
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Robert J. Willette |
Title: |
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Secretary |
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The Co-Registrants, |
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USWS Holdings LLC |
U.S. Well Services, LLC |
USWS Fleet 10, LLC |
USWS Fleet 11, LLC |
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Each by: |
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/s/ Robert J. Willette |
Name: |
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Robert J. Willette |
Title: |
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Secretary |
(Brown Rudnick LLP)
2
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