Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to include the following: As described in the Issuer's Current Report on Form 8-K filed with the SEC on April 28, 2025 (the "Issuer 8-K"), on April 28, 2025, the Issuer issued a warrant to ProFrac GDM, LLC ("ProFrac GDM") to purchase 6,000,0000 shares of the Issuer's Common Stock at an exercise price equal to $0.0001 per share (the "April 2025 Warrant"). The April 2025 Warrant and a secured promissory note in the initial principal amount of $40 million (the "Note") comprised a portion of the consideration for certain mobile power generation assets and related intellectual property that ProFrac GDM sold to PWRTEK, LLC, a Texas limited liability company ("PWRTEK") and a subsidiary of the Issuer, pursuant to an Asset Purchase Agreement, dated as of April 28, 2025 (the "Purchase Agreement"), by and among ProFrac GDM, ProFrac, PWRTEK, the Issuer, and the other parties named therein, as further described in the Issuer 8-K. The April 2025 Warrant has a 7-year term, and can be exercised on a cashless basis at any time following the date on which the Issuer's stockholders have approved the issuance of the shares of Common Stock underlying the Warrant (the "Stockholder Proposal"). Pursuant to the Purchase Agreement, the Issuer has agreed to use commercially reasonable efforts to hold a meeting of stockholders to approve the Stockholder Proposal on or before July 31, 2025, subject to extension in certain circumstances. As provided in the Purchase Agreement, the Issuer has also confirmed that the shares underlying the Warrant are Registrable Securities pursuant to the terms of the Registration Rights Agreement (as defined in the Purchase Agreement). Each of ProFrac Holdings II, the Issuer's directors (including Matthew Wilks, the Executive Chairman of ProFrac, in his individual capacity) and certain executive officers of the Issuer have entered into voting agreements ("Voting Agreements") under which such parties have agreed to vote their respective shares of Common Stock beneficially owned in favor of the Stockholder Proposal. Under certain circumstances, including if stockholder approval for the Stockholder Proposal is not timely obtained, ProFrac GDM may elect to convert the April 2025 Warrant into a five-year promissory note in a principial amount that will be based upon the then deemed market value of the April 2025 Warrant, as further described in the Issuer 8-K. The Note provides for a five-year term and is subject to a 10.0% annual interest rate, payable in cash or in-kind at PWRTEK's option. PWRTEK's obligations under the Note are secured by a first priority lien on the assets acquired by PWRTEK under the Purchase Agreement, including the Leased Equipment (as defined in the Issuer 8-K), as well as certain after-acquired property of PWRTEK. The obligations of PWRTEK under the Note have been guaranteed by the Issuer pursuant to a Guaranty, dated as of April 28, 2025 between the Issuer and ProFrac GDM (the "Parent Guaranty"). Pursuant to the Note, PWRTEK is also subject to certain customary limitations on making distributions, incurring debt, liens, and conducting certain business activities while the Note is outstanding. The foregoing descriptions of the Purchase Agreement, the April 2025 Warrant, the Note, the Parent Guaranty and the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, the April 2025 Warrant, the Note, the Parent Guaranty and the Voting Agreements, which are filed as Exhibits 1, 2, 3, 4 and 5 to this Amendment and are incorporated herein by reference.