UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

Registrant’s telephone number, including area code: (972) 464-0004

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 follow 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))

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

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. 

EXPLANATORY NOTE

On December 8, 2021, Quest Resource Holding Corporation (the “Company”) filed a Current Report on Form 8-K Original Report”) reporting, among other things, that, on December 7, 2021, the Company’s wholly-owned subsidiary, Quest Sustainability Services, Inc. (“Buyer”), entered into a membership interest purchase agreement (the “MIPA”) by and among Buyer, Rome Holdings, LLC, M&A Business Consulting, Inc., and solely for purposes of Section 5.3(a) therein, Anthony J. DiIenno, Sr., RWS Investors, LLC and ATAR RWS Investors, LLC, and completed the acquisition of all of the outstanding membership interests of RWS Facility Services, LLC (the “Business”) as set forth in the MIPA. The Company is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to amend the Original Report to include certain financial statements of the Business and certain pro forma financial information of the Company, as required by Item 9.01(a) and Item 9.01(b), respectively, of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Rome Holdings, LLC and Subsidiary's audited financial statements as of and for the year ended December 31, 2020, and the accompanying notes thereto, and unaudited condensed financial statements as of and for the nine months ended September 30, 2021 are attached as Exhibits 99.1 and 99.2, respectively, to this Amendment and are incorporated herein by reference.

The Company’s unaudited pro forma combined financial information for the year ended December 31, 2020, and as of and for the nine months ended September 30, 2021, and the accompanying notes thereto, are attached as Exhibit 99.3 to this Amendment and are incorporated herein by reference.

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.