Barrel Energy proposes $20M biofuel stake purchase

The LOI contemplates 30 calendar days for due diligence, a six-month objective for the listing condition, and closing within five business days after other conditions are met.

Rhea-AI Filing Summary

Barrel Energy Inc. (BRLL) and Maine Bio-Fuel, Inc., doing business as Maine Standard Biofuels, executed a letter of intent contemplating Barrel’s acquisition from MSB’s selling equityholders of a 51% controlling equity interest for $20,000,000 in aggregate consideration.

Consideration would combine cash and shares of an eligible issuer. The initial cash component would equal 50% of the committed principal amount of a qualifying credit facility established in connection with a separate acquisition, merger or other qualifying business combination involving a company listed on Nasdaq or the New York Stock Exchange. The balance would be shares of the resulting exchange-listed issuer or another issuer approved by the sellers, plus any additional cash agreed in definitive documents; the final mix, issuer, pricing and allocations remain subject to those documents.

Closing depends on completion of the separate exchange transaction, a qualifying credit facility legally available to fund the required cash payment, due diligence, approvals and lawful share issuance. The LOI does not obligate the parties to complete the purchase except for limited binding provisions, and any purchase or sale requires an executed definitive agreement. Entering the LOI completed no equity purchase or exchange-listed-company transaction, and no qualifying facility is represented as established or funded.

Filing Explained

The LOI does not automatically amend, terminate, or supersede Barrel’s previously reported arrangements with Maine Bio-Fuel; their status and any continuing rights or obligations remain for review and reconciliation, so this filing does not resolve their effect.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Aggregate consideration: $20,000,000 Controlling equity interest: 51% Initial cash component: 50% of the committed principal amount +3 more

6 metrics

Aggregate consideration $20,000,000 Contemplated consideration for the 51% interest

Controlling equity interest 51% Interest contemplated for acquisition

Initial cash component 50% of the committed principal amount Of a qualifying credit facility

Due-diligence review period 30 calendar days After receipt of substantially complete requested materials

Exchange-listing objective Within six months Objective to satisfy the contemplated exchange-listing condition

Proposed closing window At or within five business days Following the exchange transaction and satisfaction of other conditions

Key Terms

letter of intent, controlling equity interest, qualifying committed credit facility, definitive agreement, +1 more

5 terms

letter of intent financial

"executed a letter of intent dated October 13, 2026"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

controlling equity interest financial

"acquire a 51% controlling equity interest in MSB"

A controlling equity interest is an ownership stake large enough to determine a company’s direction by selecting its board, approving major deals, or setting policy—usually a majority of voting shares or a smaller block with effective voting control. It matters to investors because the controller can change strategy, cash distributions, or risk profile much like a driver steering a car; knowing who holds control helps assess governance, stability, and potential conflicts of interest.

qualifying committed credit facility financial

"a qualifying committed credit facility is established and legally available"

definitive agreement financial

"would require negotiation, approval and execution of a definitive agreement"

A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.

non-binding character regulatory

"the non-binding character of the LOI"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Barrel Energy (BRLL) proposing to acquire from Maine Standard Biofuels?

The contemplated transaction is for Barrel to acquire a 51% controlling equity interest in Maine Bio-Fuel, Inc., doing business as Maine Standard Biofuels, for $20,000,000 in aggregate consideration, comprising cash and shares of an eligible issuer.

What needs to happen before the proposed BRLL acquisition can close?

The separate exchange transaction must be completed, and a qualifying credit facility must be established and legally available to fund the required cash payment. The LOI also conditions closing on due diligence, corporate and applicable regulatory approvals, and lawful share issuance.

What timeline does the BRLL letter of intent contemplate?

It contemplates a 30-calendar-day due-diligence review period after receipt of substantially complete requested materials, an objective to satisfy the exchange-listing condition within six months, and a proposed closing at or within five business days after the exchange transaction and satisfaction of other conditions. These are not assurances of timing or completion.

Does BRLL's letter of intent require the parties to complete the transaction?

No. The LOI does not obligate the parties to consummate the proposed transaction, except for limited binding provisions relating principally to confidentiality and public announcements, specified expense allocation, governing law as applied to binding provisions, no personal liability, and the LOI’s non-binding character. A purchase or sale requires an executed definitive agreement.

What does the BRLL letter of intent say about prior arrangements with Maine Bio-Fuel?

The LOI states that the previously reported arrangements between Barrel and Maine Bio-Fuel are to be reviewed and reconciled. It does not automatically amend, terminate or supersede those arrangements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 14, 2026

BARREL ENERGY INC.

(Exact name of registrant as specified in its charter)

Nevada		000-56001		47-1963189
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3859 S. Valley View Blvd., Suite 2 #107, Las Vegas, Nevada 89103

(Address of principal executive offices)

Registrant telephone number, including area code: (888) 397-9114

Check the appropriate box below if this Form 8-K is intended to simultaneously satisfy any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act: None.

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: ☐

Item 8.01. Other Events.

On October 14, 2026, Barrel Energy Inc. (the “Company” or “Barrel”) and Maine Bio-Fuel, Inc., doing business as Maine Standard Biofuels (“MSB”), executed a letter of intent dated October 13, 2026 (the “LOI”), regarding a proposed transaction under which Barrel would acquire a 51% controlling equity interest in MSB from its selling equityholders (the “Proposed Transaction”). The LOI identifies MSB as a business engaged in used-cooking-oil collection, biorefining, biodiesel and bioheat production, and related biobased-product operations.

The LOI contemplates aggregate consideration of $20,000,000 for the 51% interest, consisting of cash and shares of an eligible issuer. The contemplated initial cash component equals 50% of the committed principal amount of a qualifying credit facility established in connection with a separate acquisition of, merger with, or other qualifying business combination involving a company listed on Nasdaq or the New York Stock Exchange. The balance of the purchase price is contemplated to be satisfied through shares of the resulting exchange-listed issuer or another issuer approved by the sellers, together with any additional cash agreed in the definitive documentation. The ultimate mix of cash and stock, stock issuer, stock pricing and allocations remain subject to the terms and conditions of definitive agreements.

Under the LOI, the Proposed Transaction would not close unless the separate national-exchange transaction has been completed, a qualifying committed credit facility is established and legally available to fund the required cash payment, and other conditions are satisfied, including due diligence, corporate and any applicable regulatory approvals, and lawful share issuance. The LOI contemplates a 30-calendar-day due-diligence review period after receipt of substantially complete requested materials, an objective to satisfy the contemplated exchange-listing condition within six months, and a proposed closing at or within five business days following the exchange transaction and satisfaction of other conditions. These objectives are not assurances of timing or completion.

The LOI expressly provides that, except for limited binding provisions relating principally to confidentiality and public announcements, specified expense allocation, governing law as applied to binding provisions, no personal liability and the non-binding character of the LOI, it does not obligate the parties to consummate the Proposed Transaction. Any binding obligation to purchase or sell the equity interests would require negotiation, approval and execution of a definitive agreement. No equity purchase or exchange-listed-company transaction has been completed by virtue of entering into the LOI, and no qualifying credit facility is represented by the LOI as having been established or funded.

The LOI also acknowledges previously reported arrangements between Barrel and Maine Bio-Fuel, Inc., whose status and any continuing rights or obligations are to be reviewed and reconciled. The LOI states that it does not automatically amend, terminate or supersede those arrangements. There can be no assurance that the Proposed Transaction, a national-exchange transaction, contemplated financing or listing will be completed, or completed on the terms described.

If and when we enter into a definitive agreement with Maine Bio-Fuel, Inc. we will include such agreement in a future filing.

Forward-Looking Statements

This Current Report contains forward-looking statements, including statements about anticipated acquisitions, exchange listing, financing, timing, structure, and consideration. Such statements are subject to significant risks and uncertainties, including the negotiation of definitive agreements, due diligence, availability of financing, ability to complete any exchange transaction and obtain required approvals, compliance with SEC and exchange requirements, and other risks described in the Company’s SEC filings. Actual results may differ materially. The Company undertakes no duty to update forward-looking statements except as required by applicable law.

 Barrel Energy Inc. | Form 8-K | Page 1

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.

BARREL ENERGY INC.
Date:	October 19, 2026
By:	/s/ Jarmin Kaltsas
Name:	Jarmin Kaltsas
Title:	Chief Executive Officer

Barrel Energy Inc. | Form 8-K | Page 2

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB