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
Exhibit
Number Title
10.1 Promissory Note, dated March 2, 2023
99.1 Press Release, dated March 7, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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