UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2023
ESAB Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | 001-41297 | 87-0923837 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
909 Rose Avenue, 8th Floor
North Bethesda, MD 20852
(Address of Principal Executive Offices) (Zip Code)
(301) 323-9099
(Registrant's telephone number, including area code)
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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | ESAB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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
ESAB Corporation (the “Company”) is filing this Amendment No. 1 to the Company’s Current Report on Form 8-K filed on December 5, 2023 (“Original Form 8-K”) solely to furnish an appendix with the reconciliations of certain non-GAAP measures which were included in the Company’s Investor Day presentation materials furnished as Exhibit 99.1 to the Original Form 8-K. As noted in the Original Form 8-K, the Investor Day presentation materials, including the non-GAAP reconciliations, were made available on the Company’s website at www.esabcorporation.com under the “Investors” section in advance of the Company’s Investor Day event. No other changes have been made to the Original Form 8-K.
Item 7.01. Regulation FD Disclosure.
On December 5, 2023, ESAB Corporation (the "Company") is holding an Investor Day at 9:30 am Eastern. A copy of the Investor Day presentation is furnished herewith as Exhibit 99.1. A live webcast of the event can be accessed beginning at 9:30 am Eastern through the Company's website at www.esabcorporation.com under the "Investors" section.
The materials are also available on the Company's website and replays of the webcast will be available on the Company's website under the "Investors" section following the event.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 Cover 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.
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| Date: | December 5, 2023 | | | ESAB Corporation |
| | | By: | /s/ Kevin Johnson |
| | | Name: | Kevin Johnson |
| | | Title: | Chief Financial Officer |
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