Item 3.03. Material Modification of Rights of Security Holders.

The information set forth below in Item 8.01 of this Current Report on Form 8-K regarding the Final Order Establishing Certain Notice and Hearing Procedures for Transfers of, and Declarations of Worthlessness with Respect to Certain Equity Interests of SAExploration Holdings, Inc. is incorporated herein by reference.

Item 8.01 Other Events

As previously disclosed, on August 27, 2020, SAExploration Holdings, Inc. ("SAExploration," the "Company," "we," "our," and "us") and certain of its wholly-owned direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions (the "Petition," and the cases commenced thereby, the "Chapter 11 Cases") seeking relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for Southern District of Texas, Houston Division (the "Court") to pursue a Chapter 11 plan of reorganization. The Chapter 11 Cases are being administered under the caption In re SAExploration Holdings, Inc., et al. (Case No. 20-34306).

In connection with the Chapter 11 Cases, on September 17, 2020, the Court entered the Final Order Establishing Certain Notice and Hearing Procedures for Transfers of, and Declarations of Worthlessness with Respect to Certain Equity Interests of SAExploration Holdings, Inc. (the "Order"). The Order requires notices of the holdings of, and proposed transactions by, any person or entity that is or, because of the transaction, would become, a Substantial Shareholder (as defined below) of the Company's equity securities, including its common stock, par value $0.0001 per share (the "Common Stock"), and restricts certain trading in equity securities of the Company. For purposes of the Order, a "Substantial Shareholder" is any person or entity that has beneficial ownership (as determined under rules under the Internal Revenue Code of 1986, as amended) of, at least 4.5% of (i) all issued and outstanding shares of Common Stock or (b) the total value of the Company's equity interests. Any prohibited transfer of Common Stock will be null and void ab initio as an act in violation of the automatic stay under sections 362 and 105(a) of the Code.

The Order, as well as other Court filings and additional information related to the Chapter 11 Cases, is available on a website administered by the Company's claims agent, Epiq Corporate Restructuring, LLC, at https://dm.epiq11.com/SAExploration.

The foregoing description of the Order does not purport to be complete and is qualified in its entirety by reference to the full text of the Order, which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.





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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
Number                                    Description

99.1           Final Order Establishing Certain Notice and Hearing Procedures for
             Transfers of, and Declarations of Worthlessness with Respect to
             Certain Equity Interests of SAExploration Holdings, Inc., dated as of
             September 17, 2020.




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