Основная статистика
| LEI | 5493000EQOTBVWM31L08 |
| CIK | 1884516 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Drilling Tools International Corporation
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 14, 2025 |
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 13, 2025 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorpora |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ 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: 001-41103 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 87-2488708 (State or other jurisdiction of incorporation or organization) (I. |
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| August 14, 2025 |
EX-99.1 Exhibit 99.1 NASDAQ: DTI INVESTOR PRESENTATION FALL 2025 DRILLINGTOOLS.COM FORWARD LOOKING STATEMENTS General: Drilling Tools International Corporation (“DTI”) is making this presentation available in connection with the release of its financial results for the three months ended June 30, 2025. The information contained in this presentation does not purport to be all-inclusive or to contai |
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| August 13, 2025 |
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 13, 2025 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorpora |
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| August 13, 2025 |
Exhibit 99.1 NEWS RELEASE Drilling Tools International Corp. Reports 2025 Second Quarter Results Company maintains full year 2025 outlook HOUSTON — August 13, 2025 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield services company that designs, engineers, manufactures and provides a differentiated, rental-focused offering of tools for use in onshore |
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| May 20, 2025 |
Letter of Weaver and Tidwell, L.L.P. to the Securities and Exchange Commission, dated May 20, 2025 Exhibit 16.1 May 20, 2025 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549-7561 Re: Drilling Tools International Corporation EIN No. 87-2488708 Commissioners: We have read Item 4.01 of Drilling tools International Corporation’s Form 8-K dated May 20, 2025, and we agree with the statements concerning our Firm contained therein. We have |
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| May 20, 2025 |
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 15, 2025 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-41103 87-2488708 (State or Other Jurisdiction of Incorporatio |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No.1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): May 13, 2025 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdictio |
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| May 15, 2025 |
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 13, 2025 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporatio |
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| May 15, 2025 |
/C O R R E C T I O N -- Drilling Tools International Corp./ Exhibit 99.1 NEWS RELEASE /C O R R E C T I O N - Drilling Tools International Corp./ In the news release, Drilling Tools International Corp. Reports 2025 First Quarter Results, issued 13-May-2025 by Drilling Tools International Corp. over PR Newswire, we are advised by the company that the column headers of the last two tables, "Reconciliation of Estimated Consolidated Net Income to Adjusted EBI |
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| May 14, 2025 |
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 13, 2025 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporatio |
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| May 14, 2025 |
Exhibit 99.1 NASDAQ: DTI INVESTOR PRESENTATION SUMMER 2025 DRILLINGTOOLS.COM FORWARD LOOKING STATEMENTS General: Drilling Tools International Corporation (“DTI”) is making this presentation available in connection with the release of its financial results for the three months and full year ended December 31, 2024. The information contained in this presentation does not purport to be all-inclusive |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ 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: 001-41103 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 87-2488708 (State or other jurisdiction of incorporation or organization) (I. |
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| May 13, 2025 |
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 13, 2025 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporatio |
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| May 13, 2025 |
Exhibit 99.1 NEWS RELEASE Drilling Tools International Corp. Reports 2025 First Quarter Results Board Authorizes a $10 Million Share Repurchase Program HOUSTON — May 13, 2025 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield services company that designs, engineers, manufactures and provides a differentiated, rental-focused offering of tools for use |
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| April 2, 2025 |
TABLE OF CONTENTS 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, for Use of the Commission Only (as permitted by Ru |
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| April 2, 2025 |
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, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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| March 17, 2025 |
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 14, 2025 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporat |
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| March 17, 2025 |
INVESTOR PRESENTATION SPRING 2025 DRILLINGTOOLS.COM NASDAQ: DTI Exhibit 99.1 FORWARD LOOKING STATEMENTS General: Drilling Tools International Corporation (“DTI”) is making this presentation available in connection with the release of its financial results for the three months and full year ended December 31, 2024. The information contained in this presentation does not purport to be all-inclusive |
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| March 14, 2025 |
Drilling Tools International Corporation Insider Trading Policy Exhibit 19.1 Drilling Tools International Corporation Insider Trading Policy Drilling Tools International Corporation and its subsidiaries (collectively, the “Company”), expect Covered Persons to fully comply with all state and federal securities laws. Federal law prohibits the purchase or sale of Securities by a person aware of Material Non-Public Information, as well as the disclosure of Materia |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ 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 001-41103 DRILLING TOOLS |
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| March 14, 2025 |
Exhibit 97.1 Drilling Tools International Corp. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market LLC, including Nasdaq Rule 5608 (collectively, the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “B |
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| March 14, 2025 |
Description of the Registrant’s Securities Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of Drilling Tools International Corporation (the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also summariz |
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| March 13, 2025 |
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 13, 2025 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporat |
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| March 13, 2025 |
Exhibit 99.1 NEWS RELEASE Drilling Tools International Corp. Reports 2024 Year End and Fourth Quarter Results Expects Continued Growth in 2025 Consolidated Revenue, Adjusted EBITDA and Adjusted Free Cash Flow International Revenue Projected to Grow Significantly in 2025 HOUSTON — March 13, 2025 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield servic |
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| January 15, 2025 |
Drilling Tools International Corporation 888,041 shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-284109 PROSPECTUS Drilling Tools International Corporation 888,041 shares of Common Stock The selling stockholders named in this prospectus (each, a “Selling Stockholder,” and together, the “Selling Stockholders”), should they choose to do so after the effectiveness of this registration statement, may offer up to 888,041 share |
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| January 10, 2025 |
CORRESP January 10, 2025 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Claudia Rios Re: Drilling Tools International Corporation Registration Statement on Form S-3 Filed January 2, 2025 (File No. 333-284109) Dear Claudia Rios, In accordance with Rule 461 of R |
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| January 2, 2025 |
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): January 2, 2025 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| January 2, 2025 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Drilling Tools International Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0. |
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| January 2, 2025 |
Exhibit 99.1 NEWS RELEASE Drilling Tools International Corp. Completes Acquisition of UK-Based Titan Tools Services Ltd. Completed acquisition bolsters DTI’s technological capabilities and service offerings, creating a comprehensive solution provider for the global drilling industry HOUSTON — January 2, 2025 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oil |
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| January 2, 2025 |
As filed with the Securities and Exchange Commission on January 2, 2025 Table of Contents As filed with the Securities and Exchange Commission on January 2, 2025 Registration No. |
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| November 14, 2024 |
Exhibit 99.1 Investor Presentation Winter 2024 www.drillingtools.com Forward Looking Statements General: Drilling Tools International Corporation (“DTI”) is making this presentation available in connection with the release of its financial results for the three months ended September 30, 2024. The information contained in this presentation does not purport to be all-inclusive or to contain all inf |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ 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: 001-41103 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 87-2488708 (State or other jurisdiction of incorporation or organization) (I. |
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| November 14, 2024 |
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): November 14, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| November 13, 2024 |
Drilling Tools International Corp. Reports 2024 Third Quarter Results Exhibit 99.1 NEWS RELEASE Drilling Tools International Corp. Reports 2024 Third Quarter Results HOUSTON — November 13, 2024 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield services company that designs, engineers, manufactures and provides a differentiated, rental-focused offering of tools for use in onshore and offshore horizontal and directional |
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| November 13, 2024 |
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): November 13, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| October 31, 2024 |
Exhibit 99.1 Drilling Tools International Corp. Signs Definitive Agreement to Acquire UK-Based Titan Tools Services Ltd., Expanding its Global Reach in Downhole Tool Services Strategic acquisition enhances DTI’s product offerings and strengthens its presence in the North Sea, European and African markets, leveraging Titan’s customer relationships and expertise HOUSTON — October 31, 2024 — Drilling |
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| October 31, 2024 |
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): October 31, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| October 21, 2024 |
As filed with the Securities and Exchange Commission on October 21, 2024 As filed with the Securities and Exchange Commission on October 21, 2024 Registration No. |
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| October 15, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used below, but not otherwise defined below, shall have the meanings ascribed to them in the Certain Defined Terms section of Amendment No. 1 to Form S-4 filed by DTI with the Securities and Exchange Commission on June 24, 2024. Introduction The following unaudited pro forma condensed combined financial inf |
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| October 15, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| October 3, 2024 |
Exhibit 99.1 NEWS RELEASE Drilling Tools International Corp. Completes Acquisition of Amsterdam-based European Drilling Projects Further Demonstrates DTI’s Commitment to Advancing the Directional Drilling Process with Innovative Tool Development and Global Expansion HOUSTON — October 3, 2024 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield services co |
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| October 3, 2024 |
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): October 3, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| September 25, 2024 |
CORRESP September 25, 2024 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Uwem Bassey Re: Drilling Tools International Corporation Registration Statement on Form S-3 Filed September 13, 2024 (File No. 333-282122) Dear Mr. Bassey, In accordance with Rule 461 of Regulation C of the General Rules |
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| September 13, 2024 |
Specimen Stock Certificate of Common Stock Exhibit 4.1 SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK CUSIP 26205E 10 7 SEE REVERSE FOR CERTAIN DEFINITIONS SPECIMEN FULLY PAID AND NON-ASSESSABLE COMMON STOCK OF $0.0001 PAR VALUE, OF DRILLING TOOLS INTERNATIONAL CORPORATION transferable on the books of the Company |
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| September 13, 2024 |
As filed with the Securities and Exchange Commission on September 13, 2024 Table of Contents As filed with the Securities and Exchange Commission on September 13, 2024 Registration No. |
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| September 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Drilling Tools International (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee NEWLY REGISTERED SECURITIES Fees to be Paid Equity Common Stock, $0. |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ 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: 001-41103 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 87-2488708 (State or other jurisdiction of incorporation or organization) (I. |
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| August 6, 2024 |
Exhibit 99.1 NEWS RELEASE Drilling Tools International Corp. Closes on Acquisition of Superior Drilling Products, Inc.; Company Reports 2024 Second Quarter Results Updates 2024 Guidance and Maintains Adjusted Free Cash Flow Outlook HOUSTON — August 6, 2024 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield services company that designs, engineers, manuf |
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| August 6, 2024 |
Exhibit 99.2 Investor Presentation Fall 2024 www.drillingtools.com Forward Looking Statements General: Drilling Tools International Corporation (“DTI”) is making this presentation available in connection with the release of its financial results for the three months ended June 30, 2024. The information contained in this presentation does not purport to be all-inclusive or to contain all informatio |
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| August 6, 2024 |
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, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 S-8 1 d860327ds8.htm S-8 As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 87-2488708 (State or other jurisdicti |
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| August 1, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Drilling Tools International Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| July 25, 2024 |
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): July 25, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| July 25, 2024 |
DTI and SDPI Announce Deadline for Election of Form of Merger Consideration EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE DTI and SDPI Announce Deadline for Election of Form of Merger Consideration HOUSTON, TEXAS and VERNAL, UTAH, July 25, 2024 – Drilling Tools International Corporation (NASDAQ: DTI) (“DTI”) and Superior Drilling Products, Inc. (NYSE: SDPI) (“SDPI”) jointly announced today, that in connection with DTI’s anticipated and pending acquisition of SDPI (the “Merge |
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| July 22, 2024 |
SUPPLEMENT DATED JULY 22, 2024 TO PROXY STATEMENT/PROSPECTUS DATED JULY 2, 2024 Filed Pursuant to Rule 424(b)(3) Registration No. 333-279319 SUPPLEMENT DATED JULY 22, 2024 TO PROXY STATEMENT/PROSPECTUS DATED JULY 2, 2024 This document is a supplement dated July 22, 2024 (the “Supplement”) to the proxy statement/prospectus dated July 2, 2024 and first mailed to stockholders of Superior Drilling Products, Inc. (“SDPI”) on or about July 2, 2024 (the “Proxy Statement/Prospectus”) |
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| July 2, 2024 |
MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279319 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT To the Stockholders of Superior Drilling Products, Inc.: The board of directors of Drilling Tools International Corporation (“DTI”) and the board of directors of, and special committee of the board of directors of, Superior Drilling Products, Inc. (“SDPI”) have approved an Agr |
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| June 28, 2024 |
June 28, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D. |
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| June 25, 2024 |
Form of Proxy Card and Voting Instructions for the SDPI Special Meeting. Exhibit 99.1 PROXY SUPERIOR DRILLING PRODUCTS, INC. SPECIAL MEETING OF STOCKHOLDERS , 2024 AT 9:00 A.M. MOUNTAIN TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SUPERIOR DRILLING PRODUCTS, INC. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED The undersigned hereby appoints Chris Cashion and G. Troy Meier, and each or either of them, as the true and lawful attorneys of the u |
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| June 25, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on June 2 4 , 2024. |
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| June 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) DRILLING TOOLS INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be paid Equity Common stock, par value $0. |
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| June 12, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Drilling Tools International Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| June 12, 2024 |
Drilling Tools International Corporation 2023 Omnibus Incentive Plan. Exhibit 4.4 DRILLING TOOLS INTERNATIONAL CORPORATION 2023 OMNIBUS INCENTIVE PLAN Effective June 20, 2023 Section 1. General. The purposes of the Drilling Tools International Corporation 2023 Omnibus Incentive Plan (the “Plan”) are to (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Part |
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| June 12, 2024 |
As filed with the Securities and Exchange Commission on June 11, 2024 As filed with the Securities and Exchange Commission on June 11, 2024 Registration No. |
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| May 28, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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 19, 2024 (March 15, 2024) DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| May 28, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information presents the pro forma effects of the following transaction (the “CTG Acquisition”): • On March 15, 2024 (the “CTG Acquisition Date”), Drilling Tool International Corporation’s (“DTIC’s”) wholly owned subsidiary, Drilling Tools Internatio |
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| May 28, 2024 |
Exhibit 99.1 Registered Number: SC328867 CASING TECHNOLOGIES GROUP LIMITED DIRECTORS’ REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 CASING TECHNOLOGIES GROUP LIMITED COMPANY INFORMATION Directors T Hvamb (resigned 15 March 2024) S Kent (resigned 15 March 2024) G Herrera (resigned 15 March 2024) R. W Prejean (appointed 15 March 2024) D Stephenson (appointed 15 March 2024) D Jo |
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| May 16, 2024 |
Financial Statements and Exhibits, 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 14, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporatio |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ 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: 001-41103 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 87-2488708 (State or other jurisdiction of incorporation or organization) (I. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 10, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMIS S ION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1389 87-2488708 (State or other jurisdiction of incorporation |
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| May 10, 2024 |
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 9, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation |
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| May 10, 2024 |
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): May 10, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporatio |
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| May 10, 2024 |
Drilling Tools International Corp. Reports 2024 First Quarter Results Company Reaffirms 2024 Outlook Exhibit 99.1 News Release Drilling Tools International Corp. Reports 2024 First Quarter Results Company Reaffirms 2024 Outlook HOUSTON — May 9, 2024 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield services company that designs, engineers, manufactures and provides a differentiated, rental-focused offering of tools for use in onshore and offshore hori |
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| May 10, 2024 |
Exhibit 99.1 www.drillingtools.com Investor Presentation Summer 2024 General: Drilling Tools International Corporation (“DTI”) is making this presentation available in connection with the release of its financial results for the three months ended March 31, 2024. The information contained in this presentation does not purport to be all-inclusive or to contain all information that prospective inves |
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| May 10, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) DRILLING TOOLS INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be paid Equity Common stock, par value $0. |
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| May 10, 2024 |
Form of Proxy Card and Voting Instructions for the SDPI Special Meeting. Exhibit 99.1 PROXY SUPERIOR DRILLING PRODUCTS, INC. SPECIAL MEETING OF STOCKHOLDERS , 2024 AT 9:00 A.M. MOUNTAIN TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SUPERIOR DRILLING PRODUCTS, INC. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED The undersigned hereby appoints Chris Cashion and G. Troy Meier, and each or either of them, as the true and lawful attorneys of the u |
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| April 4, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273348 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated September 7, 2023) DRILLING TOOLS INTERNATIONAL CORPORATION Up to 26,990,264 Shares of Common Stock Offered by the Selling Stockholders This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 7, 2023 (and as may be furt |
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| April 2, 2024 |
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, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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| April 2, 2024 |
TABLE OF CONTENTS 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, for Use of the Commission Only (as permitted by Ru |
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| March 28, 2024 |
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 28, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporat |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 001-41103 DRILLING TOOLS |
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| March 28, 2024 |
Exhibit 99.1 www.drillingtools.com 2023 Investor Presentation March 28, 2024 General: Drilling Tools International Corporation (“DTI”) is making this presentation available in connection with the release of its financial results for the 12 months ended December 31, 2023. The information contained in this presentation does not purport to be all-inclusive or to contain all information that prospecti |
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| March 28, 2024 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of Drilling Tools International Corporation (the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also summariz |
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| March 28, 2024 |
Exhibit 97.1 Drilling Tools International Corp. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market LLC, including Nasdaq Rule 5608 (collectively, the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “B |
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| March 27, 2024 |
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 27, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporat |
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| March 27, 2024 |
Exhibit 99.1 News Release Drilling Tools International Corp. Reports 2023 Full Year and Fourth Quarter Results Company Provides 2024 Full Year Outlook Estimated adjusted free cash flow to more than double in 2024 HOUSTON — March 27, 2024 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield services company that manufactures and provides a differentiated, |
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| March 19, 2024 |
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): March 15, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| March 19, 2024 |
Drilling Tools International Corp. Closes on Acquisition of Deep Casing Tools EX-99.1 Exhibit 99.1 NEWS RELEASE Drilling Tools International Corp. Closes on Acquisition of Deep Casing Tools HOUSTON — March 18, 2024 — Drilling Tools International Corp. (“DTI” or the “Company”) (NASDAQ: DTI), today announced it has closed on the acquisition of UK-based Deep Casing Tools (“DCT”), a global leader in innovative downhole technology solutions. Details of the transaction were not d |
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| March 19, 2024 |
Credit Facility, dated March 15, 2024. EX-10.1 Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AND GUARANTY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH DRILLING TOOLS INTERNATIONAL, INC. AND CERTAIN OF ITS SUBSIDIARIES (BORROWERS) DRILLING TOOLS INTERNATIONAL CORPORATION (f/k/a ROC ENERGY ACQUISITION CORP.) AND CERTAIN OF ITS SUBSIDIARIES (GUARANTORS) March |
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| March 19, 2024 |
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): March 15, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| March 19, 2024 |
EX-99.1 Exhibit 99.1 NEWS RELEASE Drilling Tools International Corp. Amends and Extends ABL Credit Facility and Enters into New Term Loan ABL Amendment Provides Additional Financial Flexibility, Extends Maturity to 2029 and Modifies Certain Financial Covenants New Term Loan Adds $25 Million of Increased Borrowing Capacity HOUSTON — March 18, 2024 — Drilling Tools International Corp. (NASDAQ: DTI) |
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| March 19, 2024 |
Share Purchase Agreement, dated March 15, 2024. EX-2.1 Exhibit 2.1 SHARE PURCHASE AGREEMENT by and among DRILLING TOOLS INTERNATIONAL, INC., CASING TECHNOLOGIES GROUP LIMITED, THE SHAREHOLDERS OF CASING TECHNOLOGIES GROUP LIMITED, and GREGORY JOHN HERRERA (in his capacity as Seller Representative) Dated as of March 15, 2024 [This document is intended solely to facilitate discussions among the parties identified herein. It is not intended to cre |
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| March 12, 2024 |
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): March 11, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| March 12, 2024 |
Johnson Amended and Restated Employment Agreement, dated March 11, 2024. Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), is entered into between Drilling Tools International Corporation, a Delaware corporation (the “Company”), and David Johnson (“Employee”) effective as of March 11, 2024 (the “Effective Date”). WITNESSETH: WHEREAS, Employee was initially employed by Drilling Too |
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| March 12, 2024 |
Domino Amended and Restated Employment Agreement, dated March 11, 2024. Exhibit 10.3 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), is entered into between Drilling Tools International Corporation, a Delaware corporation (the “Company”), and Michael Wayne Domino, Jr. (“Employee”) effective as of March 11, 2024 (the “Effective Date”). WITNESSETH: WHEREAS, Employee was initially employed by |
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| March 12, 2024 |
Prejean Amended and Restated Employment Agreement, dated March 11, 2024. Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”), is entered into between Drilling Tools International Corporation, a Delaware corporation (the “Company”), and Robert Wayne Prejean (“Employee”) effective as of March 11, 2024 (the “Effective Date”). WITNESSETH: WHEREAS, Employee was initially employed by Direc |
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| March 7, 2024 |
Drilling Tools International Corp. to Acquire Superior Drilling Products, Inc. Exhibit 99.1 FOR IMMEDIATE RELEASE Drilling Tools International Corp. to Acquire Superior Drilling Products, Inc. • Acquisition furthers DTI’s growth strategy to be a premier provider of quality solutions and services for the global oil & gas drilling industry • Integrating SDP’s patented Drill-N-Ream® well bore conditioning tool into DTI’s fleet of technologies provides expanded geographic m |
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| March 7, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among DRILLING TOOLS INTERNATIONAL CORPORATION, a Delaware corporation; DTI MERGER SUB I, INC., a Delaware corporation; DTI MERGER SUB II, LLC, a Delaware limited liability company; and SUPERIOR DRILLING PRODUCTS, INC. a Utah corporation Dated as of March 6, 2024 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The Mergers; Effect of Merger |
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| March 7, 2024 |
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): March 6, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| March 7, 2024 |
Drilling Tools International Corp. to Acquire Superior Drilling Products, Inc. Exhibit 99.1 FOR IMMEDIATE RELEASE Drilling Tools International Corp. to Acquire Superior Drilling Products, Inc. • Acquisition furthers DTI’s growth strategy to be a premier provider of quality solutions and services for the global oil & gas drilling industry • Integrating SDP’s patented Drill-N-Ream® well bore conditioning tool into DTI’s fleet of technologies provides expanded geographic m |
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| March 7, 2024 |
Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Drilling Tools International Provides Preliminary Estimates of 2023 Full Year Results Company announces 2023 year end conference call for March 28, 2024 HOUSTON — March 7, 2024 — Drilling Tools International Corp., (NASDAQ: DTI) (“DTI” or the “Company”), a global oilfield services company that manufactures and provides a differentiated, rental-focuse |
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| March 7, 2024 |
Voting and Support Agreement, dated March 6, 2024. Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 6, 2024, by and between Drilling Tools International Corporation, a Delaware corporation (“Parent”), and the persons set forth on Schedule A attached hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not otherwis |
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| March 7, 2024 |
Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 6, 2024, by and between Drilling Tools International Corporation, a Delaware corporation (“Parent”), and the persons set forth on Schedule A attached hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not otherwis |
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| March 7, 2024 |
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): March 6, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| March 7, 2024 |
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 7, 2024 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporati |
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| March 7, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among DRILLING TOOLS INTERNATIONAL CORPORATION, a Delaware corporation; DTI MERGER SUB I, INC., a Delaware corporation; DTI MERGER SUB II, LLC, a Delaware limited liability company; and SUPERIOR DRILLING PRODUCTS, INC. a Utah corporation Dated as of March 6, 2024 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The Mergers; Effect of Merger |
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| February 9, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Drilling Tools International Corp (formerly known as ROC Energy Acquisition Corp.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 26205E107 (CUSIP Number) December 31, 2023 (Date |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ 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: 001-41103 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 87-2488708 (State or other jurisdiction of incorporation or organization) (I. |
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| November 13, 2023 |
EX-99.2 Exhibit 99.2 Investor Presentation November 2023 Disclaimers General: Drilling Tools International Corporation (“DTI”) is making this presentation available in connection with the release of its financial results for the three and nine months ended September 30, 2023. The information contained in this presentation does not purport to be all-inclusive or to contain all information that pros |
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| November 13, 2023 |
Drilling Tools International Reports Third Quarter 2023 Financial Results EX-99.1 Exhibit 99.1 Drilling Tools International Reports Third Quarter 2023 Financial Results HOUSTON, TEXAS (November 13, 2023) — Drilling Tools International Corp., (“DTI” or the “Company”) (Nasdaq: DTI), a leading oilfield services company that manufactures and provides a differentiated, rental-focused offering of tools for use in horizontal and directional drilling, operating from 22 location |
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| November 13, 2023 |
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): November 13, 2023 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of Incorporation) (Commission file number) (I. |
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| September 7, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273348 PROSPECTUS DRILLING TOOLS INTERNATIONAL CORPORATION Up to 26,990,264 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the offer and sale, from time to time, by the selling stockholders named in this prospectus, or any of their pledgees, donees, assignees and successors-in-interest (“ |
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| September 5, 2023 |
Drilling Tools International Corporation 3701 Briarpark Dr., Suite 150 Houston, Texas 77042 Drilling Tools International Corporation 3701 Briarpark Dr., Suite 150 Houston, Texas 77042 September 5, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Washington, D.C. 20549 Attention: Alexandra Barone and Kathleen Krebs Re: Drilling Tools International Corporation Registration Statement on Form S-1 File No. |
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| August 30, 2023 |
As filed with the Securities and Exchange Commission on August 30, 2023 S-1/A Table of Contents As filed with the Securities and Exchange Commission on August 30, 2023 Registration No. |
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| August 30, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Drilling Tools International Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0. |
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| August 28, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Drilling Tools International Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0. |
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| August 28, 2023 |
As filed with the Securities and Exchange Commission on August 28, 2023 S-8 As filed with the Securities and Exchange Commission on August 28, 2023 Registration No. |
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| August 17, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Drilling Tools International Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0. |
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| August 17, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on August 16, 2023 Registration No. |
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| August 16, 2023 |
AUSTIN CONNECTICUT DALLAS DUBAI HOUSTON LONDON NEW YORK SAN ANTONIO SEATTLE WASHINGTON, DC August 16, 2023 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Re: Drilling Tools International Corporation Registration Statement on Form S-1 Filed July 20, 2023 File No. |
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| August 14, 2023 |
EX-99.2 Exhibit 99.2 Investor Presentation August 2023 Disclaimers General: Drilling Tools International Corporation (“DTI”) is making this presentation available in connection with the release of its financial results for the six months ended June 30, 2023. The information contained in this presentation does not purport to be all-inclusive or to contain all information that prospective investors |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ 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: 001-41103 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 87-2488708 ( State or other jurisdiction of incorporation or organization) (I. |
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| August 14, 2023 |
Exhibit 99.1 Drilling Tools International Reports Second Quarter 2023 Financial Results Second Quarter 2023 Revenue Grew 25% Year-over-Year to $37.9 million Successful completion of business combination; Shares commenced trading on Nasdaq HOUSTON, TEXAS – (August 14, 2023) — Drilling Tools International Corp., (“DTI” or the “Company”) (Nasdaq: DTI), a leading oilfield services company that manufac |
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| August 14, 2023 |
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 14, 2023 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorpora |
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| July 20, 2023 |
David R. Johnson Employment Agreement, dated November 27, 2017. EX-10.16 Exhibit 10.16 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), is entered into between Drilling Tools International, Inc., a Louisiana corporation (the “Company”), and David Johnson. (“Employee”) effective as of November 27, 2017 (the “Effective Date”). WITNESSETH: WHEREAS, the Company is a wholly-owned subsidiary of Drilling Tools International Holding |
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| July 20, 2023 |
EX-10.11 Exhibit 10.11 MONITORING AND OVERSIGHT AGREEMENT This MONITORING AND OVERSIGHT AGREEMENT (this “Agreement”) is made and entered into effective as of January 27, 2012, between Directional Rentals Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), and Hicks Holdings Operating LLC, a Texas limited liability company (together with its successors, “Monitor”). |
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| July 20, 2023 |
EX-10.12 Exhibit 10.12 FIRST AMENDMENT TO MONITORING AND OVERSIGHT AGREEMENT This FIRST AMENDMENT TO MONITORING AND OVERSIGHT AGREEMENT (this “Amendment”) is made and entered into as of February 13, 2023, between Drilling Tools International Holdings, Inc., a Delaware corporation (f/k/a Directional Rentals Holdings, Inc., together with its successors, the “Company”), and Hicks Holdings Operating L |
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| July 20, 2023 |
Michael W. Domino, Jr. Employment Agreement, dated April 1, 2017. EX-10.17 Exhibit 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), is entered into between Drilling Tools International, Inc., a Louisiana corporation (the “Company’’), and Michael Wayne Domino, Jr. (“Employee”) effective as of April 1, 2017 (the “Effective Date”). WITNESSETH: WHEREAS, the Company is a wholly-owned subsidiary of Drilling Tools International Holdings, Inc., a |
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| July 20, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Drilling Tools International Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0. |
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| July 20, 2023 |
S-1 Table of Contents As filed with the Securities and Exchange Commission on July 20, 2023 Registration No. |
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| July 20, 2023 |
R. Wayne Prejean Employment Agreement, dated September 13, 2013. EX-10.14 Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) dated as of September 1, 2013 (the “Effective Date”) is entered into between Directional Rentals, Inc., a Louisiana corporation (the “Company”), Robert Wayne Prejean (“Employee”) and, solely for purposes of Articles IV and V, Directional Rentals Holdings, Inc., a Delaware corporation (“Parent”). WITNESSETH: WH |
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| July 20, 2023 |
Amendment to R. Wayne Prejean Employment Agreement, dated April 1, 2017. EX-10.15 Exhibit 10.15 AMENDMENT TO THE EMPLOYMENT AGREEMENT by and between DRILLING TOOLS INTERNATIONAL, INC. AND WAYNE PREJEAN W I T N E S S E T H WHEREAS, Drilling Tools International, Inc., a Louisiana corporation (the “Company”), and Wayne Prejean (the “Employee”) have entered into that certain Employment Agreement effective as of April 1, 2017 (the “Agreement”); and WHEREAS, pursuant to Sect |
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| July 20, 2023 |
EX-10.13 Exhibit 10.13 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of June 20, 2023 (the “Effective Date”), between Drilling Tools International Holdings, Inc., a Delaware corporation (f/k/a Directional Rentals Holdings, Inc.) (“Assignor”), and Drilling Tools International Corporation, a Delaware corporation (f/k/a ROC |
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| July 10, 2023 |
US77118V1089 / ROC Energy Acquisition Corp. / Lighthouse Investment Partners, LLC Passive Investment SC 13G/A 1 lighthouse-dti063023a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* DRILLING TOOLS INTERNATIONAL CORPORATION (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 77118V108 (CUSIP Number) June 30, 2023 (Date of Event Which Requires Filing of this S |
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| June 30, 2023 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DRILLING TOOLS INTERNATIONAL CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26205E 107 (CUSIP Number) Michael W. Domino 3701 Briarpark Drive, Suite 150 Houston, Texas 77042 (832) 742-8500 (Name |
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| June 30, 2023 |
ASSIGNMENT AND ASSUMPTION AGREEMENT EX-99.12 Exhibit 99.12 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of June 20, 2023 (the “Effective Date”), between Drilling Tools International Holdings, Inc., a Delaware corporation (f/k/a Directional Rentals Holdings, Inc.) (“Assignor”), and Drilling Tools International Corporation, a Delaware corporation (f/k/a ROC |
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| June 30, 2023 |
EX-99.1 2 d529516dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is respons |
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| June 30, 2023 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or |
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| June 30, 2023 |
MONITORING AND OVERSIGHT AGREEMENT EX-99.10 Exhibit 99.10 MONITORING AND OVERSIGHT AGREEMENT This MONITORING AND OVERSIGHT AGREEMENT (this “Agreement”) is made and entered into effective as of January 27, 2012, between Directional Rentals Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), and Hicks Holdings Operating LLC, a Texas limited liability company (together with its successors, “Monitor”). |
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| June 30, 2023 |
FIRST AMENDMENT TO MONITORING AND OVERSIGHT AGREEMENT EX-99.11 4 d439507dex9911.htm EX-99.11 Exhibit 99.11 FIRST AMENDMENT TO MONITORING AND OVERSIGHT AGREEMENT This FIRST AMENDMENT TO MONITORING AND OVERSIGHT AGREEMENT (this “Amendment”) is made and entered into as of February 13, 2023, between Drilling Tools International Holdings, Inc., a Delaware corporation (f/k/a Directional Rentals Holdings, Inc., together with its successors, the “Company”), |
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| June 30, 2023 |
DTI / Drilling Tools International Corporation / Prejean Robert Wayne - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DRILLING TOOLS INTERNATIONAL CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26205E 107 (CUSIP Number) R. Wayne Prejean 3701 Briarpark Drive, Suite 150 Houston, Texas 77042 (832) 742-8500 (Name, |
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| June 30, 2023 |
DTI / Drilling Tools International Corporation / HHEP-Directional, L.P. - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DRILLING TOOLS INTERNATIONAL CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26205E 107 (CUSIP Number) Thomas O. Hicks 2200 Ross Avenue, Suite 4600W Dallas, Texas 75201 (214) 615-2300 (Name, Add |
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| June 27, 2023 |
EX-10.7 Exhibit 10.7 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of June 20, 2023, by and between Drilling Tools International Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). BACKGROUND Highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless |
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| June 27, 2023 |
EX-10.4 Exhibit 10.4 FIRST AMENDMENT TO SPONSOR SUPPORT AGREEMENT This First Amendment to Sponsor Support Agreement (this “Amendment”), dated as of June 20, 2023, is entered into by and among Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”), ROC Energy Acquisition Corp., a Delaware corporation (“Acquiror”), and ROC Energy Holdings, LLC, a Delaware limited liabili |
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| June 27, 2023 |
EX-99.3 Exhibit 99.3 Drilling Tools International, a Leading Oilfield Services Company, Completes Business Combination with ROC Energy Acquisition Corp. and Will Commence Trading on Nasdaq Under Ticker Symbol “DTI” • Drilling Tools International (“DTI”), with roots dating back to 1984, is a leading oilfield services company that manufactures and provides a differentiated, rental-focused offering o |
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| June 27, 2023 |
EX-14.1 Exhibit 14.1 DRILLING TOOLS INTERNATIONAL CORPORATION Code of Business Conduct Adopted: June 20, 2023 TABLE OF CONTENTS 1. Purpose and Overview 4 (a) Our Commitment to Ethics and Compliance 4 (b) Compliance with Laws, Rules and Regulations 4 (c) Application of the Code 4 (d) Failure to Follow the Code 5 (e) Using the Code 5 (f) At-Will Employment 6 2. Reporting Violations of the Code; Inve |
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| June 27, 2023 |
EX-99.1 Exhibit 99.1 DRILLING TOOLS INTERNATIONAL HOLDINGS, INC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Balance Sheets 3 Consolidated Statements of Operations and Comprehensive Income 4 Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 2 DR |
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| June 27, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used below, but not otherwise defined, in this Exhibit 99.2 shall have the meanings ascribed to them elsewhere in the Current Report on Form 8-K filed by Drilling Tools International Corporation with the Securities and Exchange Commission on June 26, 2023. Introduction The following unaudited pro fo |
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| June 27, 2023 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF DRILLING TOOLS INTERNATIONAL CORPORATION TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Nomination of Directors 3 1.11 Notice of Business to be Brought |
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| June 27, 2023 |
EX-10.2 Exhibit 10.2 FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT This First Amendment to Subscription Agreement (this “Amendment”), dated as of June , 2023, is entered into by and among ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”), , a Delaware limited liability company (the “Subscriber”), and Dri |
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| June 27, 2023 |
Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated June 26, 2023. EX-16.1 Exhibit 16.1 June 26, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Ladies and Gentlemen: We have read Drilling Tools International Corporation (formerly known as ROC Energy Acquisition Corp.) statements included under Item 4.01 of its Form 8-K dated June 26, 2023. We agree with the statements concernin |
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| June 27, 2023 |
EX-10.3 Exhibit 10.3 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Exchange Agreement”) is entered into this day of , 2023, by and between ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”), ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), ROC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Drilling Tools International Holdings, Inc., a |
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| June 27, 2023 |
EX-21.1 Exhibit 21.1 DRILLING TOOLS INTERNATIONAL CORPORATION List of Subsidiaries Name of Subsidiary State of Incorporation Data Automation Technology LLC (f/k/a Downhole Inspection Solutions LLC) Texas Downhole Inspection Solutions LLC (f/k/a DH Inspection Solutions, LLC) Texas Drilling Tools International Corp. Canada Drilling Tools International Holdings, Inc. (f/k/a Directional Rentals Holdin |
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| June 27, 2023 |
EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROC ENERGY ACQUISITION CORP. ROC Energy Acquisition Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is ROC Energy Acquisition Corp. The Corporation was incorporated unde |
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| June 27, 2023 |
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 20, 2023 DRILLING TOOLS INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporati |
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| June 27, 2023 |
EX-4.1 Exhibit 4.1 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP:26205E107 THIS CERTIFIES THAT [SPECIMEN] is the registered holder of *** fully paid and non-assessable shares of Common Stock, $0.0001 par value, of Drilling Tools International Corporation, transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of t |
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| June 27, 2023 |
EX-10.5 Exhibit 10.5 AMENDED AND RESTATED REVOLVING CREDIT, SECURITY AND GUARANTY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH DRILLING TOOLS INTERNATIONAL, INC. AND CERTAIN OF ITS SUBSIDIARIES (BORROWERS) DRILLING TOOLS INTERNATIONAL CORPORATION (f/k/a ROC ENERGY ACQUISITION CORP.) AND CERTAIN OF ITS SUBSIDIARIES (GUARANTORS) June 20, 2023 I. DEFINITIONS 1 1.1 Accounting |
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| June 9, 2023 |
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 5, 2023 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation) (Commissi |
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| June 9, 2023 |
Exhibit 10.2 AMENDED AND RESTATED STOCK ESCROW AGREEMENT THIS AMENDED AND RESTATED STOCK ESCROW AGREEMENT (this “Agreement”), dated as of June 8, 2023 (the “Effective Date”), is by and among ROC ENERGY ACQUISITION CORP., a Delaware corporation (the “Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limi |
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| June 9, 2023 |
EX-2.1 2 tm2317528d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 First Amendment to AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of June 5, 2023, is entered into by and among ROC Energy Acquisition Corp., a Delaware corporation (“Acquiror”), ROC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Drilling Tools International Holdings, |
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| June 7, 2023 |
U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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| June 7, 2023 |
Amendment to the Investment Management Trust Agreement Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment to Investment Management Trust Agreement (this “Amendment Agreement”) is entered into effective as of June 6, 2023 (the “Effective Date”) by and between ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, t |
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| June 7, 2023 |
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 1, 2023 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation) (Commissi |
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| May 31, 2023 |
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, 2023 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation) (Commissi |
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| May 22, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ 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: 001-41103 ROC |
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| May 18, 2023 |
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 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)) x Definitive Proxy State |
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| May 18, 2023 |
Filed by ROC Energy Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: ROC Energy Acquisition Corp. (File No. 001-41103) ROC Energy Acquisition Corp. Announces Effectiveness of Registration Statement and June 1, 2023 Special Meeting of Stockholders to Approve Proposed Business Co |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio |
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| May 12, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-269763 PROXY STATEMENT OF ROC ENERGY ACQUISITION CORP. PROSPECTUS FOR UP TO 27,931,604 SHARES OF COMMON STOCK Dear Stockholders of ROC Energy Acquisition Corp.: You are cordially invited to attend the special meeting (the “special meeting”) in lieu of the 2023 annual meeting of stockholders of ROC Energy Acquisition Corp. |
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| May 11, 2023 |
ROC Energy Acquisition Corp. 16400 Dallas Parkway Dallas, TX 75248 ROC Energy Acquisition Corp. 16400 Dallas Parkway Dallas, TX 75248 May 11, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Re: ROC Energy Acquisition Corp. Registration Statement on Form S-4, as amended File No. 333- 269763 REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentlemen: ROC E |
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| May 11, 2023 |
As filed with the Securities and Exchange Commission on May 11, 2023 As filed with the Securities and Exchange Commission on May 11, 2023 Registration Statement No. |
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| May 8, 2023 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 8, 2023 Registration Statement No. |
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| May 8, 2023 |
Form of Proxy Card for Stockholders’ Meeting. Exhibit 99.7 PROXY CARD FOR THE SPECIAL MEETING OF STOCKHOLDERS OF ROC ENERGY ACQUISITION CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Daniel F. Kimes (the “Proxy”) as proxy, with the power to appoint a substitute, to vote all shares that the undersigned is entitled to vote (the “Shares”) at the special meeting of stockholders of ROC Energy Acqu |
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| May 8, 2023 |
May 8, 2023 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Re: ROC Energy Acquisition Corp. |
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| May 3, 2023 |
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 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 24, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ROC Energy Acquisition Corp. |
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| April 24, 2023 |
Exhibit 10.13 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this day of , 2023, by and between ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”), ROC Energy Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall |
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| April 24, 2023 |
Exhibit 21.1 List of Subsidiaries of ROC Energy Acquisition Corp. Name of Subsidiary State of Incorporation ROC Merger Sub, Inc. Delaware |
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| April 24, 2023 |
As filed with the Securities and Exchange Commission on April 21, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 21, 2023 Registration Statement No. |
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| April 21, 2023 |
April 21, 2023 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Re: ROC Energy Acquisition Corp. |
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| April 18, 2023 |
Filed by ROC Energy Acquisition Corp. Filed by ROC Energy Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: ROC Energy Acquisition Corp. (File No. 001-41103) Analyst & Investor Day April 18, 2023 Disclaimer: This confidential presentation (the “Presentation”) is being delivered to you by ROC Energy Acquisition Corp. |
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| April 3, 2023 |
April 3, 2023 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 Re: ROC Energy Acquisition Corp. |
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| April 3, 2023 |
As filed with the Securities and Exchange Commission on April 3, 2023 Table of Contents As filed with the Securities and Exchange Commission on April 3, 2023 Registration Statement No. |
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| April 3, 2023 |
Consent of Energy Capital Solutions, LLC Exhibit 99.6 Consent of Energy Capital Solutions, LLC March 31, 2023 Board of Directors ROC Energy Acquisition Corp. 16400 Dallas Parkway Dallas, Texas 75248 Members of the Board: We hereby consent to (i) the inclusion of our opinion letter, dated February 2, 2023, to the Board of Directors of ROC Energy Acquisition Corp. (the “Company”), as an Annex to the joint proxy statement/prospectus that fo |
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| March 22, 2023 |
Drilling Tools International to Host Virtual Analyst & Investor Day On April 18, 2023 425 1 tm2310273425.htm 425 Filed by ROC Energy Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: ROC Energy Acquisition Corp. (File No. 001-41103) Drilling Tools International to Host Virtual Analyst & Investor Day On April 18, 2023 HOUSTON AND DALLAS, TEXAS – (March 22, 2023) — |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ 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: 001-41 |
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| March 7, 2023 |
Promissory Note, dated March 2, 2023 Exhibit 10.1 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 RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| March 7, 2023 |
Exhibit 99.1 ROC Energy Acquisition Corp. Confirms Funding and Second Extension of Deadline to Complete Initial Business Combination DALLAS, TX – (March 7, 2023) – ROC Energy Acquisition Corp. (the “Company”) (Nasdaq: ROC) announced today that an affiliate of ROC Energy Holdings LLC (the “Sponsor”), has deposited an aggregate of $2,070,000 (representing $0.10 per public share) (the “Extension Paym |
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| March 7, 2023 |
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 2, 2023 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation) (Commiss |
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| March 7, 2023 |
Filed by ROC Energy Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: ROC Energy Acquisition Corp. (File No. 001-41103) Drilling Tools International Announces Distribution Agreement with CT Energy Services for RotoSteerTM HOUSTON, TEXAS – (March 7, 2023) – Drilling Tools Interna |
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| March 6, 2023 |
ROC Energy Acquisition Corp. Announces Second Extension of Deadline to Complete Business Combination Exhibit 99.1 ROC Energy Acquisition Corp. Announces Second Extension of Deadline to Complete Business Combination DALLAS, TX – (March 3, 2023) – ROC Energy Acquisition Corp. (the “Company”) (Nasdaq: ROC) announced today that its sponsor, ROC Energy Holdings, LLC (the “Sponsor”), has requested that the Company extend the date by which the Company must consummate a business combination from March 6, |
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| March 6, 2023 |
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 3, 2023 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation) (Commiss |
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| February 15, 2023 |
Filed by ROC Energy Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: ROC Energy Acquisition Corp. (File No. 001-41103) ROC Energy Acquisition Corp. Announces Filing of Registration Statement on Form S-4 in Connection with its Proposed Business Combination with Drilling Tools In |
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| February 14, 2023 |
Consent of Curt Crofford to be named as a director (incorporated by reference to Exhibit 99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by ROC Energy Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
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| February 14, 2023 |
EX-99.2 7 tm236420d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Investor Presentation February 2023 Disclaimer: This confidential presentation (the “Presentation”) is being delivered to you by ROC Energy Acquisition Corp. (“SPAC”) in connection with its potential business combination with Drilling Tools International Holdings, Inc. (“Drilling Tools”) and the offering of the securities of the post busines |
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| February 14, 2023 |
EX-10.12 5 rocau-20220930xex10d12.htm EXHIBIT 10.12 Exhibit 10.12 EXHIBIT G FORM OF COMPANY STOCKHOLDER LOCK-UP AGREEMENT THIS COMPANY STOCKHOLDER LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2023, by and between the undersigned (the “Holder”) and ROC Energy Acquisition Corp. (prior to the Effective Time (as defined in the Merger Agreement (as defined below)), the “Acquiror,” and at an |
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| February 14, 2023 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by ROC Energy Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
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| February 14, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) ROC Energy Acquisition Corp. |
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| February 14, 2023 |
Exhibit 10.17 COMPANY STOCKHOLDER SUPPORT AGREEMENT This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and among Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”), ROC Energy Acquisition Corp., a Delaware corporation (the “Acquiror”), and the undersigned stockholders of the Company who hold Subject Sh |
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| February 14, 2023 |
US77118V1089 / ROC Energy Acquisition Corp. / Lighthouse Investment Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
Exhibit 99.2 Investor Presentation February 2023 Disclaimer: This confidential presentation (the “Presentation”) is being delivered to you by ROC Energy Acquisition Corp. (“SPAC”) in connection with its potential business combination with Drilling Tools International Holdings, Inc. (“Drilling Tools”) and the offering of the securities of the post business combination company (“Combined Co”) in a p |
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| February 14, 2023 |
Filed by ROC Energy Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 subject Company: ROC Energy Acquisition Corp. (File No. 001-41103) Drilling Tools International, a Leading Oilfield Services Company, to List on Nasdaq through Business Combination with ROC Energy Acquisition Corp. · Drilling |
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| February 14, 2023 |
EX-10.18 9 rocau-20220930xex10d18.htm EXHIBIT 10.18 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 13, 2023, by and among ROC Energy Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” |
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| February 14, 2023 |
Energy Acquisition Corp.’s Proxy Statement / Prospectus / Consent Solicitation on Form S-4 Exhibit 10.11 EXHIBIT F FORM OF DIRECTOR NOMINATION AGREEMENT THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2023 (the “Effective Time”), by and between Drilling Tools International Corporation, a Delaware corporation (f/k/a ROC Energy Acquisition Corp.) (the “Company”), and ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”). C |
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| February 14, 2023 |
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, 2023 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation) (Com |
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| February 14, 2023 |
EX-10.3 5 tm236420d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 13, 2023, by and among ROC Energy Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Inve |
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| February 14, 2023 |
As filed with the Securities and Exchange Commission on February 14, 2023 Table of Contents As filed with the Securities and Exchange Commission on February 14, 2023 Registration Statement No. |
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| February 14, 2023 |
EX-10.16 7 rocau-20220930xex10d16.htm EXHIBIT 10.16 Exhibit 10.18 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and among Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”), ROC Energy Acquisition Corp., a Delaware corporation (the “Acquiror” and as of immediately following the Effec |
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| February 14, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of February 13, 2023 by and among ROC Energy Acquisition Corp., ROC MERGER SUB, INC., and DRILLING TOOLS INTERNATIONAL HOLDINGS, INC. TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 1.01 Definitions 2 1.02 Construction 18 1.03 Knowledge 19 Article II THE MERGER; CLOSING 20 |
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| February 14, 2023 |
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, 2023 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation) (Com |
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| February 14, 2023 |
Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 13, 2023, by and among ROC Energy Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WH |
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| February 14, 2023 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and among Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”), ROC Energy Acquisition Corp., a Delaware corporation (the “Acquiror” and as of immediately following the Effective Time, “PubCo”) and ROC Energy Holdings, LLC, |
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| February 14, 2023 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and among Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”), ROC Energy Acquisition Corp., a Delaware corporation (the “Acquiror” and as of immediately following the Effective Time, “PubCo”) and ROC Energy Holdings, LLC, |
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| February 14, 2023 |
Fairness Opinion of Energy Capital Solutions LLC (incorporated by reference to Exhibit 10.14 EX-10.14 6 rocau-20220930xex10d14.htm EXHIBIT 10.14 Exhibit 10.14 February 2, 2023 The Board of Directors c/o Joe Drysdale, Chairman ROC Energy Acquisition Corp. 16400 Dallas Parkway Dallas, Texas 75248 Dear Mr. Drysdale: ROC Energy Acquisition Corp., a blank check Delaware Corporation (“ROC” or the “Acquiror”), has engaged Energy Capital Solutions, LLC (“ECS”) to serve as independent financial ad |
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| February 14, 2023 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by ROC Energy Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
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| February 14, 2023 |
US77118V1089 / ROC Energy Acquisition Corp. / Shaolin Capital Management LLC Passive Investment SC 13G 1 roc.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* ROC Energy Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 77118V108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| February 14, 2023 |
Exhibit 3.4 EXHIBIT A FORM OF AMENDED AND RESTATED BYLAWS OF DRILLING TOOLS INTERNATIONAL CORPORATION TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Nomination of Directors 3 1.11 Notice of Business to |
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| February 14, 2023 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by ROC Energy Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
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| February 14, 2023 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by ROC Energy Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amend |
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| February 14, 2023 |
EX-99.1 6 tm236420d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Drilling Tools International, a Leading Oilfield Services Company, to List on Nasdaq through Business Combination with ROC Energy Acquisition Corp. · Drilling Tools International Holdings, Inc. (“DTI” or the “Company”) has entered into a definitive business combination agreement with ROC Energy Acquisition Corp. (“ROC”) (Nasdaq: ROC). Upon c |
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| February 14, 2023 |
Exhibit 99.1 Drilling Tools International, a Leading Oilfield Services Company, to List on Nasdaq through Business Combination with ROC Energy Acquisition Corp. · Drilling Tools International Holdings, Inc. (“DTI” or the “Company”) has entered into a definitive business combination agreement with ROC Energy Acquisition Corp. (“ROC”) (Nasdaq: ROC). Upon closing, the combined company (the “Combined |
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| February 14, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of February 13, 2023 by and among ROC Energy Acquisition Corp., ROC MERGER SUB, INC., and DRILLING TOOLS INTERNATIONAL HOLDINGS, INC. TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 1.01 Definitions 2 1.02 Construction 18 1.03 Knowledge 19 Article II THE MERGER; CLOSING 20 |
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| February 14, 2023 |
Exhibit 10.2 COMPANY STOCKHOLDER SUPPORT AGREEMENT This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February [●], 2023, by and among Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”), ROC Energy Acquisition Corp., a Delaware corporation (the “Acquiror”), and the undersigned stockholders of the Company who hold Subject Sh |
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| February 14, 2023 |
EX-10.2 4 tm236420d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 COMPANY STOCKHOLDER SUPPORT AGREEMENT This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February [●], 2023, by and among Drilling Tools International Holdings, Inc., a Delaware corporation (the “Company”), ROC Energy Acquisition Corp., a Delaware corporation (the “Acquiror”), and the undersigned sto |
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| January 25, 2023 |
SC 13G/A 1 p23-0108sc13ga.htm ROC ENERGY ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ROC Energy Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 77118V108 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this |
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| January 20, 2023 |
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): January 16, 2023 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation) (Comm |
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| January 20, 2023 |
Exhibit 99.1 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 RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| January 6, 2023 |
ROC Energy Acquisition Corp. 16400 Dallas Parkway Dallas, TX 75248 ROC Energy Acquisition Corp. 16400 Dallas Parkway Dallas, TX 75248 VIA EDGAR January 6, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: William Demarest Re: ROC Energy Acquisition Corp. Form 10-K for the Year Ended December 31, 2021 Filed March 24, 2022 File No. 001-41103 Dear Mr. |
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| December 12, 2022 |
Exhibit 99.1 ROC Energy Acquisition Corp. Confirms Funding and Extension of Deadline to Complete Initial Business Combination Dallas, TX, December 7, 2022 (GLOBE NEWSWIRE) – ROC Energy Acquisition Corp. (Nasdaq: ROC) (the “Company”) announced today that an affiliate of ROC Energy Holdings LLC (the “Sponsor”), has deposited an aggregate of $2,070,000 (representing $0.10 per public share) (the “Exte |
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| December 12, 2022 |
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 6, 2022 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation) (Comm |
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| December 12, 2022 |
Promissory Note, dated December 6, 2022 Exhibit 10.1 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 RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER T |
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| December 2, 2022 |
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): December 2, 2022 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other jurisdiction of incorporation) (Comm |
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| December 2, 2022 |
ROC Energy Acquisition Corp. Announces Extension of Deadline to Complete Business Combination EX-99.1 2 tm2231884d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ROC Energy Acquisition Corp. Announces Extension of Deadline to Complete Business Combination Dallas, TX, December 2, 2022 – ROC Energy Acquisition Corp. (NASDAQ: ROC) (the “Company”) announced today that its sponsor, ROC Energy Holdings, LLC (the “Sponsor”), has requested that the Company extend the date by which the Company has to consumm |
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| November 8, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ 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: 001-41103 |
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| August 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ 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: 001-41103 ROC |
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| May 16, 2022 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 24, 2022 |
Description of Registered Securities.* EX-4.5 2 rocau-20211231xex4d5.htm EXHIBIT-4.5 Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, ROC Energy Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amende |
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| March 24, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ 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: 001-41103 |
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| February 17, 2022 |
Saba Capital Management, L.P. - FORM SC 13G/A SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* ROC Energy Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 77118V108 (CUSIP Number) December 31, 2021** (Date of Event which Requires Filing of this Statement) Chec |
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| February 14, 2022 |
Saba Capital Management, L.P. - FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* ROC Energy Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 77118V207 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ROC Energy Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 77118V108 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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| December 27, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2136286d18k.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): December 27, 2021 ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 (State or other ju |
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| December 27, 2021 |
EX-99.1 2 tm2136286d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ROC Energy Acquisition Corp. Announces the Separate Trading of its Common Stock and Rights, Commencing December 29, 2021 New York, NY, Dec. 27, 2021 (GLOBE NEWSWIRE) - ROC Energy Acquisition Corp. (NASDAQ: ROCAU) (the “Company”) announced that, commencing December 29, 2021, holders of the units sold in the Company’s initial public offering |
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| December 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ROC Energy Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 77118V108 (CUSIP Number) December 6, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs |
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| December 16, 2021 |
ROC Energy Holdings, LLC - SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ROC Energy Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 77118V 207 (CUSIP Number) Daniel Jeffrey Kimes 16400 Dallas Parkway Dallas, Texas 75248 Telephone: (972) 392-6180 (Name, Address and Tel |
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| December 10, 2021 |
ROC Energy Acquisition Corp. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 ROC Energy Acquisition Corp. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of ROC Energy Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 6, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of ROC Energy Acquisit |
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| December 10, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2135146d18k.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): December 10, 2021 (December 6, 2021) ROC Energy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41103 87-2488708 |
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| December 10, 2021 |
Exhibit 99.2 ROC Energy Acquisition Corp. Announces Full Exercise of Underwriters' Over-Allotment Option in Connection with its Initial Public Offering New York, NY, Dec. 09, 2021 (GLOBE NEWSWIRE) - ROC Energy Acquisition Corp. (the “Company”) announced today the closing of the issuance of an additional 2,700,000 units pursuant to the full exercise of the underwriters’ option to purchase additiona |
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| December 10, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ROC Energy Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 77118V207 (CUSIP Number) December 2, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| December 7, 2021 |
ROC Energy Acquisition Corp. Announces Pricing of Upsized $180 Million Initial Public Offering Exhibit 99.1 ROC Energy Acquisition Corp. Announces Pricing of Upsized $180 Million Initial Public Offering New York, NY, December 1, 2021 - ROC Energy Acquisition Corp. (the ?Company?) announced today the pricing of its upsized initial public offering of 18,000,000 units, at $10.00 per unit. The units will be listed on the Nasdaq Global Market (?Nasdaq?) and will begin trading tomorrow, Thursday, |
