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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES

EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF

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

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE

ACT OF 1934

Commission File Number:001-38091

NATIONAL ENERGY SERVICES REUNITED CORP.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

777 Post Oak Blvd., Suite 730

Houston, Texas 77056

(Address of principal executive office)

Stefan Angeli

Chief Financial Officer

777 Post Oak Blvd., Suite 730

Houston, Texas 77056

Phone(832) 925-3777

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act. None

Securities registered or to be registered pursuant to Section 12(g) of the Act. ordinary shares (1), warrants (1)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None.

(1) Our ordinary shares and warrants (as defined below) were delisted from Nasdaq effective as of April 28, 2023, and, on the date of this Annual Report, are quoted on the OTC Pink Market under the symbols “NESR” and “NESRW”, respectively, on an “unsolicited only” basis.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:

As of December 31, 2023, there were [94,996,397] ordinary shares and [35,540,380] warrants outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS5
FINANCIAL INFORMATION AND CURRENCY OF FINANCIAL STATEMENTS6
PART I7
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS7
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE7
ITEM 3. KEY INFORMATION7
A. [RESERVED]7
B. CAPITALIZATION AND INDEBTEDNESS7
C. REASONS FOR THE OFFER AND USE OF PROCEEDS7
D. RISK FACTORS7
ITEM 4. INFORMATION ON THE COMPANY32
A. HISTORY AND DEVELOPMENT OF THE COMPANY32
B. BUSINESS OVERVIEW32
C. ORGANIZATIONAL STRUCTURE39
D. PROPERTY, PLANTS, AND EQUIPMENT39
ITEM 4A. UNRESOLVED STAFF COMMENTS39
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS40
A. OPERATING RESULTS40
B. LIQUIDITY AND CAPITAL RESOURCES47
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.52
D. TREND INFORMATION52
E. CRITICAL ACCOUNTING ESTIMATES52
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES54
A. DIRECTORS AND SENIOR MANAGEMENT54
B. COMPENSATION57
C. BOARD PRACTICES60
D. EMPLOYEES63
E. SHARE OWNERSHIP64
F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION64
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS64
A. MAJOR SHAREHOLDERS64
B. RELATED PARTY TRANSACTIONS65
C. INTERESTS OF EXPERTS AND COUNSEL65
ITEM 8. FINANCIAL INFORMATION65
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION65
B. SIGNIFICANT CHANGES65
ITEM 9. THE OFFER AND LISTING65
A. OFFER AND LISTING DETAILS65
B. PLAN OF DISTRIBUTION65
C. MARKETS66
D. SELLING SHAREHOLDERS66
E. DILUTION66
F. EXPENSES OF THE ISSUE66
ITEM 10. ADDITIONAL INFORMATION66
A. SHARE CAPITAL66
B. MEMORANDUM AND ARTICLES OF ASSOCIATION66
C. MATERIAL CONTRACTS69
D. EXCHANGE CONTROLS70
E. TAXATION70
F. DIVIDENDS AND PAYING AGENTS72
G. STATEMENT BY EXPERTS72
H. DOCUMENTS ON DISPLAY72
I. SUBSIDIARY INFORMATION72
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK72
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES73
A. DEBT SECURITIES73
B. WARRANTS AND RIGHTS73
C. OTHER SECURITIES73
D. AMERICAN DEPOSITORY SHARES73
PART II74
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES74
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS74
ITEM 15. CONTROLS AND PROCEDURES74
ITEM 16. RESERVED77
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT77
ITEM 16B. CODE OF ETHICS77
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES77
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES78
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS78
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT78
ITEM 16G. CORPORATE GOVERNANCE78
ITEM 16H. MINE SAFETY DISCLOSURE78
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS78
ITEM 16J. INSIDER TRADING POLICIES78
ITEM 16K. CYBERSECURITY78
PART III79
ITEM 17. FINANCIAL STATEMENTS79
ITEM 18. FINANCIAL STATEMENTS79
ITEM 19. EXHIBITS79
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM82
CONSOLIDATED BALANCE SHEETS84
CONSOLIDATED STATEMENTS OF OPERATIONS85
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME86
CONSOLIDATED STATEMENTS SHAREHOLDERS’ EQUITY87
CONSOLIDATED STATEMENTS OF CASH FLOWS88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS89
1. DESCRIPTION OF BUSINESS89
2. BASIS OF PRESENTATION89
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES90
4. BUSINESS COMBINATIONS98
5. REVENUE101
6. ACCOUNTS RECEIVABLE102
7. SERVICE INVENTORIES102
8. PROPERTY, PLANT, & EQUIPMENT103
9. GOODWILL, INTANGIBLE, AND OTHER ASSETS103
10. LEASING105
11. DEBT106
12. EMPLOYEE BENEFITS109
13. INCOME TAXES111
14. COMMITMENTS AND CONTINGENCIES114
15. SHARE-BASED COMPENSATION114
16. EQUITY116
17. EARNINGS PER SHARE116
18. FAIR VALUE ACCOUNTING118
19. RELATED PARTY TRANSACTIONS119
20. REPORTABLE SEGMENTS119
Exhibit 8.1
Exhibit 12.1
Exhibit 12.2
Exhibit 13.1
Exhibit 13.2
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.