Amendment: Star Equity Holdings Inc. filed SEC Form 8-K: Financial Statements and Exhibits
$STRR
Professional Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
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Introductory Note
As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Star Equity Holdings, Inc. (the “Company”) on March 4, 2025 (as amended on March 5, 2025, the “Original Form 8-K”), the Company entered into and consummated a merger agreement pursuant to which it acquired the business of Alliance Drilling Tools, LLC.
This Amendment No. 2 to our Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Form 8-K to provide (i) the historical financial statements required by Item 9.01(a) and (ii) the unaudited pro forma financial information required by Item 9.01(b) that were omitted from the Original Form 8-K in reliance on Item 9.01(a)(4) and Item 9.01(b)(2), respectively. No other modifications to the Original Form 8-K are being made by this Amendment, nor does this Amendment purport to provide an update of any developments at the Company subsequent to the filing date of the Original Form 8-K. This Amendment should be read in connection with the Original Form 8-K, which provides a more complete description of the acquisition of Alliance Drilling Tools, LLC.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of Alliance Drilling Tools, LLC as of and for the years ended December 31, 2024 and December 31, 2023, comprised of the balance sheets as of December 31, 2024 and December 31, 2023, the related statements of operations, changes in members’ equity, and cash flows for the years then ended and the related Independent Auditor’s Report are filed hereto as Exhibit 99.1 and incorporated herein by reference.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial statements of the Company are attached hereto as Exhibit 99.2 and incorporated herein by reference:
•Unaudited pro forma condensed combined balance sheet as of December 31, 2024;
•Unaudited pro forma condensed combined statements of operations for the years ended December 31, 2024; and
•Notes to the unaudited pro forma condensed combined financial information.
(d) Exhibits
| Exhibit Number | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Star Equity Holdings, Inc. | |||||||||||
| By: | /s/ Richard K. Coleman, Jr. | ||||||||||
Richard K. Coleman, Jr. Chief Executive Officer | |||||||||||
Date: May 13, 2025