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, 2025
¨ 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 Period Ended: ____________________
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| Target Hospitality Corp. |
| Full Name of Registrant |
| Former Name if Applicable |
| 9320 Lakeside Blvd., Suite 300 |
| Address of Principal Executive Office (Street and Number) |
| The Woodlands, Texas 77381 |
| City, State and Zip Code |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
Target Hospitality Corp. (the “Registrant”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Form 10-Q”).
As previously disclosed, the Registrant received notice that the U.S. government intends to terminate the existing Pecos Children’s Center services agreement with the Registrant’s nonprofit partner, effective on or about February 21, 2025. The Registrant believes it is appropriate to file for an extension of the filing of the Form 10-Q within the prescribed time period due to the significant demands related to the contract termination and its impact on the Registrant’s business that have diverted time and resources from the Registrant’s normal process of preparing and reviewing both the financial and non-financial sections of the Form 10-Q. The Registrant expects to file the Form 10-Q within the five calendar day extension period prescribed by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Jason P. Vlacich | (281) | 362-5397 | |||
| (Name) | (Area Code) | (Telephone Number) | |||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
Yes x NO ¨
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
Yes x NO ¨
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The information set forth in Part III above is incorporated herein by reference.
Target Hospitality Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | May 8, 2025 | By: | /s/ Jason P. Vlacich | |
| Name: | Jason P. Vlacich | |||
| Title: | Chief Financial Officer and Chief Accounting Officer |