Current Report Filing (8-k)
March 07 2023 - 5:01PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 2, 2023
ROC Energy Acquisition
Corp.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41103 |
|
87-2488708 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
16400 Dallas Parkway
Dallas, Texas 75248
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (972) 392-6180
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 class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
| |
|
|
|
|
| Units, each consisting of one share of Common Stock, $0.0001 par value, and one Right to receive one-tenth of one share of Common Stock |
|
ROCAU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Common Stock, $0.0001 par value per share |
|
ROC |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Rights, each exchangeable into one-tenth of one share of Common Stock |
|
ROCAR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company 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 x
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.
Item 1.01. Entry into a Material Definitive Agreement.
On March 2, 2023, ROC Energy
Acquisition Corp. (the “Company”) issued a promissory note (the “Note”) in the principal amount
of $2,070,000 (the “Extension Payment”) to an affiliate of the Company’s sponsor, ROC Energy Holdings LLC (the
“Sponsor”) in connection with the Extension (as defined below). The Note bears no interest and is due and payable upon
the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation
of the Company on or before June 6, 2023 or such later liquidation date as may be approved by the Company’s stockholders. At the
election of FP SPAC 2, LLC, the unpaid principal amount of the Note may be converted into units of the Company (the “Conversion
Units”) with the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount of the Note being
converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units.
The issuance of the Note was
made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description
is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 8.01. Other Events.
On March 7, 2023, the Company
issued a press release announcing that the Sponsor had deposited an aggregate of $2,070,000 (representing $0.10 per public share) (the
“Extension Payment”) into the Company’s trust account for its public stockholders. This deposit enables the Company
to extend the date by which the Company has to complete its initial business combination from March 6, 2023 to June 6, 2023 (the “Extension”).
The Extension is the second of two three-month extensions permitted under the Company’s governing documents and provides the Company
with additional time to complete its initial business combination.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
| Dated: March 7, 2023 |
ROC Energy Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Daniel Jeffrey Kimes |
| |
|
Name: |
Daniel Jeffrey Kimes |
| |
|
Title: |
Chief Executive Officer |
ROC Energy Acquisition (NASDAQ:ROC)
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