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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 27, 2025
|
Coronado
Global Resources Inc.
(Exact name of registrant as specified in
its charter)
|
Delaware
(State
or other jurisdiction
of incorporation) |
000-56044
(Commission
File Number) |
83-1780608
(IRS Employer
Identification No.) |
Level
33, Central Plaza One, 345 Queen
Street
Brisbane,
Queensland, Australia
(Address of principal
executive offices) |
4000
(Zip Code) |
| Registrant’s
telephone number, including area code: (61)
7 3031 7777 |
| |
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 |
| None |
None |
None |
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 ¨
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 7.01. |
Regulation FD. |
In connection with confidential discussions with
an ad hoc group of holders (the “Ad Hoc Group”) of the 9.250% Senior Secured Notes due 2029 (the “Notes”) of Coronado
Global Resources Inc. (the “Company”), the Company entered into certain non-disclosure agreements (the “Agreements”)
that facilitated its ability to engage in discussion with the Ad Hoc Group regarding one or more potential transactions involving the
Notes (a “Potential Transaction”).
Pursuant to the Agreements, the Company agreed
to publicly disclose certain confidential information previously furnished to the Ad Hoc Group (collectively, the “Cleansing Materials”)
upon occurrence of certain events set forth in the Agreements. The Company is not at this time continuing negotiations with the Ad Hoc
Group. The Cleansing Materials are attached as Exhibit 99.1 hereto in satisfaction of the Company’s public disclosure obligations
under the Agreements.
The Cleansing Materials are prepared solely to
facilitate discussions with the Ad Hoc Group and were not prepared with a view towards public disclosure, and thus should not be relied
upon to make any investment decisions with respect to the Company or its securities. The Cleansing Materials should not be regarded as
an indication that the Company or any third party considers the Cleansing Materials to be a reliable prediction of future events, and
the Cleansing Materials should not be relied upon as such. Neither the Company nor any third party makes any representation to any person
regarding the accuracy or completeness of any of the information contained in the Cleansing Materials or undertakes any obligation to
update the Cleansing Materials to reflect circumstances existing after the date when the Cleansing Materials were prepared or conveyed
or to reflect the occurrence of future events, even if any or all of the assumptions underlying the Cleansing Materials become or are
shown to be incorrect.
The information set forth
in this Current Report and the exhibit attached hereto are not an offer to sell or exchange, or solicitation of an offer to buy or exchange,
any securities, or a solicitation of consents with respect to any of the Company’s securities.
The information included in
this Current Report under Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the U.S.
Securities Act of 1933, as amended, regardless of any general incorporation language in such filings.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
No. |
|
Description |
| 99.1 |
|
Cleansing Materials |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
Coronado Global Resources Inc. |
| |
|
| |
By: |
/s/ Barend J. van der Merwe |
| |
Name: |
Barend J. van der Merwe |
| |
Title: |
Chief Financial Officer |
| |
|
| |
Date: |
October 27, 2025 |
