WillScot Holdings Corp — Capital/Financing Update 2021

May 17, 2021

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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 17, 2021

WILLSCOT MOBILE MINI HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-37552	82-3430194
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4646 E Van Buren St. , Suite 400

Phoenix , AZ 85008

(Address, including zip code, of principal executive offices)

( 480 ) 894-6311

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common stock, par value $0.0001 per share | WSC | The Nasdaq Capital Market |
| Warrants to purchase common stock(1) | WSCWW | OTC Markets Group Inc. |
| Warrants to purchase common stock(2) | WSCTW | OTC Markets Group Inc. |

(1) Issued in connection with the initial public offering of Double Eagle Acquisition Corp., the registrant’s legal predecessor company, in September 2015, which are exercisable for one-half of one share of the registrant’s common stock for an exercise price of $5.75.

(2) Issued in connection with the registrant’s acquisition of Modular Space Holdings, Inc. in August 2018, which are exercisable for one share of the registrant’s common stock at an exercise price of $15.50 per share.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 8.01 Results of Operations and Financial Condition.

On May 17, 2021, WillScot Mobile Mini Holdings Corp. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that the holders of all of the Company’s 2015 Private Warrant have either exercised their warrants on a cashless basis in exchange for shares of the Company’s common stock or agreed to have their warrants repurchased by the Company for cash.

Item 9.01
(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release, dated May 17, 2021, announcing the retirement of all of the Company’s 2015 Private Warrants
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

| /s/
Christopher J. Miner |
| --- |
| Name: Christopher J. Miner |
| Title: Executive Vice President &
Chief Legal Officer |

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