Item 8.01 Other Events.
On October 3, 2018, Hennessy Capital Acquisition
Corp. III (the “Company”) announced that NRC Group Holdings, LLC (“NRC Group”) has completed the acquisition
for all of the issued and outstanding membership interests of Quail Run Services, LLC (the “Quail Run Acquisition”).
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 3, 2018 announcing
the closing of the Quail Run Acquisition.
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.