Document

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register 6,000,000 additional shares of Common Stock of Custom Truck One Source, Inc. (“we,” the “Company” or the “Registrant”) under the Amended and Restated 2019 Omnibus Incentive Plan (the “Existing Plan”) to increase the total number of shares of common stock, par value $0.0001 per share (“Common Stock”) issuable under the Existing Plan, which constitutes an amendment of the Existing Plan and remains subject to stockholder approval at the 2024 Annual Meeting of Stockholders. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on October 4, 2019 (File No. 333-234083), June 17, 2020 (File No. 333-239243) and June 4, 2021 (File No. 333-256806).

The SEC allows the Company to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this Registration Statement the following documents previously filed with the SEC:

All documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any document, including portions of a Current Report furnished under Items 2.02 or 7.01 of Form 8-K, that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or

agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 of the DGCL also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCL provides that the certificate of incorporation of a corporation may contain a provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not eliminate or limit the liability of: (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; (ii) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) a director under Section 174 of the DGCL; (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit; and (v) an officer in any action by or in the right of the corporation.

The Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that, to the fullest extent permitted by the DGCL, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. The Company’s Amended and Restated Bylaws (the “Bylaws”) provide that, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal administrative or investigative (a “Proceeding”), by reason of the fact that the person is the legal representative, is or was a director or officer of the Company or while serving as a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such person in connection with any such Proceeding. With respect to any such Proceeding initiated by any such indemnified person, the Company will be required to indemnify such person only if the Proceeding was authorized in the specific case by the board of directors of the Company.

Pursuant to the Agreement and Plan of Merger, dated as of April 7, 2019 (as amended, the “Merger Agreement”), pursuant to which Nesco Holdings I, Inc. became a wholly owned subsidiary of Capitol Investment Corp. IV (“Capitol,” the predecessor of Nesco Holdings, Inc. (“Nesco,” the predecessor of the Company) prior to the consummation of the transactions under the Merger Agreement), Nesco (now the Company) is required to indemnify former directors and officers of Nesco Holdings I, Inc., Capitol and their respective subsidiaries, to the fullest extent permitted under applicable law and organizational documents, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities arising out of or pertaining to matters existing or occurring at or prior to July 31, 2019 (the “Effective Time”). The Company is required to maintain until July 31, 2025, effective directors’ and officers’ liability insurance covering individuals that were covered by Nesco Holdings I, Inc.’s and its subsidiaries’ directors’ and officers’ liability insurance policies as of the date of the Merger Agreement. In addition, prior to the Effective Time, Capitol purchased a six-year prepaid “tail policy” for the non-cancellable extension of the directors’ and officers’ liability coverage of Capitol’s then existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time, which insurance policies remain effective for the Company.

Pursuant to the Purchase and Sale Agreement, dated as of December 3, 2020 (as amended, the “Purchase Agreement”), pursuant to which Nesco (the predecessor of the Company prior to the consummation of the transactions under the Purchase Agreement) acquired Custom Truck One Source, L.P., the Company is required to indemnify all of the then current and former directors, managers and officers of Custom Truck One Source, L.P. and its subsidiaries (together, “CTOS legacy D&Os”), to the fullest extent permitted under applicable law and organizational documents, for actions or omissions occurring in their capacity as such at or prior to the closing of the transactions (the “Closing”). From and after the Closing until the sixth anniversary thereof, the Company is also required to maintain a tail insurance policy for directors and officers of CTOS legacy D&Os not to exceed certain insurance cap.

The above discussion of Sections 145 and 102 of the DGCL, the Company’s Certificate of Incorporation, Bylaws and the applicable provisions of the Merger Agreement and the Purchase Agreement, is not intended to be exhaustive and is respectively qualified in its entirety by Sections 145 and 102 of the DGCL, the Company’s Certificate of Incorporation, Bylaws and the Merger Agreement and the Purchase Agreement.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on May 7, 2024.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ryan McMonagle, Christopher J. Eperjesy and Paul Jolas, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature

Title

Date

/s/ Ryan McMonagle

Chief Executive Officer and Director
(Principal Executive Officer)

May 7, 2024

Ryan McMonagle

/s/ Christopher J. Eperjesy

Chief Financial Officer
(Principal Financial Officer)

May 7, 2024

Christopher J. Eperjesy

/s/ R. Todd Barrett

Chief Accounting Officer (Principal Accounting Officer)

May 7, 2024

R. Todd Barrett

/s/ Marshall Heinberg

Director (Chairman)

May 7, 2024

Marshall Heinberg

/s/ Fred Ross

Founder and Director

May 7, 2024

Fred Ross

/s/ David Wolf

Director

May 7, 2024

David Wolf

/s/ Louis Samson

Director

May 7, 2024

Louis Samson

/s/ Georgia Nelson

Director

May 7, 2024

Georgia Nelson

/s/ Mary Jackson

Director

May 7, 2024

Mary Jackson

/s/ David Glatt

Director

May 7, 2024

David Glatt

/s/ Paul Bader

Director

May 7, 2024

Paul Bader

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered (1)(2)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common Stock, $0.0001 par value per share

Other

6,000,000

$3.97 (3)

$23,820,000.00

0.00014760

$3,515.83

Total Offering Amounts

$23,820,000.00

$3,515.83

Total Fee Offsets

–

Net Fee Due

$3,515.83


(1)						Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (the “Registration Statement”) also covers such indeterminable number of additional shares of Custom Truck One Source, Inc.’s (the “Registrant”) common stock, par value $0.0001 per share (“Common Stock”) as may become issuable to prevent dilution in the event of any stock split, stock dividend, recapitalization or any other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of Common Stock.
(2)						Represents 6,000,000 additional shares of Common Stock that, subject to stockholder approval, will become available for issuance under the Custom Truck One Source, Inc. Amended and Restated 2019 Omnibus Incentive Plan (the “Plan”). The amendment of the Plan, which among other things, increases the number of shares of Common Stock issuable by 6,000,000 shares, was approved by the board of directors of the Registrant on April 25, 2024 and is subject to stockholder approval at the Registrant’s annual meeting of stockholders to be held on June 13, 2024. If stockholder approval of the amendment is not obtained, these shares will not become available for issuance.
(3)						Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s shares of Common Stock on the New York Stock Exchange as reported on May 3, 2024.

May 7, 2024

Custom Truck One Source, Inc. 7701 Independence Ave Kansas City, Missouri 64125

FIRM / AFFILIATE OFFICES

Austin Milan

Beijing Munich

Boston New York

Brussels Orange County

Century City Paris

Chicago Riyadh

Dubai San Diego

Düsseldorf San Francisco

Frankfurt Seoul

Hamburg Silicon Valley

Hong Kong Singapore

Houston Tel Aviv

London Tokyo

Los Angeles Washington, D.C. Madrid

We have acted as special counsel to Custom Truck One Source, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 6,000,000 shares of common stock, $0.0001 par value per share (the “Shares”), to be issued pursuant to the Plan (as defined below). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

and registrar therefor in the name or on behalf of the holders and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, subject to the Company completing all actions and procedures required on its part to be taken prior to the issuance of the Shares, including, without limitation, the approval and adoption by the stockholders of the Company of the amendment of the Company’s Amended and Restated 2019 Omnibus Incentive Plan (as so amended, the “Plan”) to, among other things, increase the total number of shares of common stock issuable under the Plan and assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

We consent to the incorporation by reference in the Registration Statement on Form S-8, pertaining to the Custom Truck One Source, Inc. Amended and Restated 2019 Omnibus Incentive Plan, of our reports dated March 7, 2024, with respect to the consolidated financial statements of Custom Truck One Source, Inc. and the effectiveness of internal control over financial reporting of Custom Truck One Source, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission.


Exhibit Number						Description of Exhibit

3.1						Third Amended and Restated Certificate of Incorporation of Custom Truck One Source Inc. (incorporated by reference to Annex A to Custom Truck One Source, Inc.’s Definitive Proxy Statement on Schedule 14A (File No. 001-38186) filed on April 28, 2023)
3.2						Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-38186) filed on April 2, 2021)
5.1*						Opinion of Latham & Watkins LLP
10.1						Custom Truck One Source, Inc. Amended and Restated 2019 Omnibus Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-38186) filed on June 10, 2021)
10.2						Custom Truck One Source, Inc. Amendment of the Amended and Restated 2019 Omnibus Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-38186) filed on April 26, 2024)
23.1*						Consent of Ernst & Young LLP
23.2						Consent of Latham & Watkins LLP (included in its opinion filed as Exhibit 5.1 hereto)
24.1						Power of Attorney (included on signature page of this Registration Statement)
107*						Filing Fee Table
*						Filed herewith.


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 7(a)(2)(B) of the Securities Act.			o


			Custom Truck One Source, Inc.
			By:			/s/ Christopher J. Eperjesy
						Christopher J. Eperjesy
						Chief Financial Officer