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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A
(Amendment No. 2)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
March 3, 2025
Star Equity Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3594733-0145723
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer
Identification No.)

53 Forest Ave, Suite 101
Old Greenwich, CT 06870
(Address of principal executive offices, including zip code)

(203) 489-9500
(Registrant’s telephone number, including area code)

Not Applicable
(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 classTrading Symbol(s)Name of each exchange
on which registered
Common Stock, par value $0.0001 per shareSTRRNASDAQ Global Market
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share
STRRPNASDAQ Global Market
Series C Participating Preferred Stock, par value
$0.0001 per share Purchase Rights
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 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. ☐


Introductory Note
As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Star Equity Holdings, Inc. (the “Company”) on March 4, 2025 (as amended on March 5, 2025, the “Original Form 8-K”), the Company entered into and consummated a merger agreement pursuant to which it acquired the business of Alliance Drilling Tools, LLC.
This Amendment No. 2 to our Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Form 8-K to provide (i) the historical financial statements required by Item 9.01(a) and (ii) the unaudited pro forma financial information required by Item 9.01(b) that were omitted from the Original Form 8-K in reliance on Item 9.01(a)(4) and Item 9.01(b)(2), respectively. No other modifications to the Original Form 8-K are being made by this Amendment, nor does this Amendment purport to provide an update of any developments at the Company subsequent to the filing date of the Original Form 8-K. This Amendment should be read in connection with the Original Form 8-K, which provides a more complete description of the acquisition of Alliance Drilling Tools, LLC.
Item 9.01. Financial Statements and Exhibits.
(a)    Financial Statements of Business Acquired.
The audited financial statements of Alliance Drilling Tools, LLC as of and for the years ended December 31, 2024 and December 31, 2023, comprised of the balance sheets as of December 31, 2024 and December 31, 2023, the related statements of operations, changes in members’ equity, and cash flows for the years then ended and the related Independent Auditor’s Report are filed hereto as Exhibit 99.1 and incorporated herein by reference.
(b)    Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial statements of the Company are attached hereto as Exhibit 99.2 and incorporated herein by reference:
•Unaudited pro forma condensed combined balance sheet as of December 31, 2024;
•Unaudited pro forma condensed combined statements of operations for the years ended December 31, 2024; and
•Notes to the unaudited pro forma condensed combined financial information.
(d)    Exhibits
Exhibit Number Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.
Star Equity Holdings, Inc.
By:
/s/ Richard K. Coleman, Jr.
Richard K. Coleman, Jr.
Chief Executive Officer

Date:     May 13, 2025