Item
8.01 Other Events.
On
October 11, 2018, Hennessy Capital Acquisition Corp. III (the “Company”) announced that NRC Group Holdings, LLC (“NRC
Group”) has received a permit for its landfill facility located in Pecos County, Texas (the “Pecos County Permit”).
As
previously disclosed, the Company has entered into that certain Purchase Agreement (the “Purchase Agreement”), dated
as of June 25, 2018 and amended as of July 12, 2018, by and between the Company and JFL-NRC-SES Partners, LLC, a Delaware limited
liability company (“Seller”), to acquire all of the issued and outstanding membership interests of NRC Group (the
“Business Combination”).
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01 is a copy of the press release
issued October 11, 2018 announcing that NRC Group received the Pecos County Permit.
Additional
Information About the Proposed Business Combination and Where to Find it
The
proposed Business Combination will be submitted to stockholders of the Company for their consideration. The Company has filed
with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on October 1, 2018 in connection
with the Business Combination and related matters and will mail a definitive proxy statement and other relevant documents to its
stockholders as of the October 1, 2018 record date established for voting on the proposed transaction.
The Company’s
stockholders and other interested persons are advised to read the definitive proxy statement filed with the SEC on October 1,
2018, in connection with the Company’s solicitation of proxies for its special meeting of stockholders to be held to approve,
among other things, the Business Combination because this document will contain important information about the Company, NRC Group
and the Business Combination
. Stockholders may also obtain a copy of the definitive proxy statement as well as other documents
filed with the SEC regarding the Business Combination and other documents filed with the SEC by the Company, without charge, at
the SEC’s website located at
www.sec.gov
or by directing a request to Nicholas A. Petruska, Executive Vice
President and Chief Financial Officer, 3485 North Pines Way, Suite 110, Wilson, Wyoming 83014 or by telephone at (312) 803-0372.
Participants
in the Solicitation
The
Company, Seller, J.F. Lehman & Company, LLC, NRC Group, and certain of their respective directors, executive officers and
other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from
the Company’s stockholders in connection with the Business Combination. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with the Business Combination
is set forth in the Company’s definitive proxy statement dated October 1, 2018 on file with the SEC. You can find more information
about the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2017, filed with the SEC on April 2, 2018. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests is included in the Company’s definitive proxy statement, which
can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.