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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 19, 2025 (September 12, 2025)
Mach Natural Resources LP
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41849 |
|
93-1757616 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 14201 Wireless Way, Suite 300, Oklahoma City, Oklahoma |
|
73134 |
| (Address of principal executive offices) |
|
(Zip Code) |
(405) 252-8100
Registrant’s telephone number, including area code
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 |
|
Name of exchange on which registered |
| Common units representing limited partner interests |
|
MNR |
|
New York Stock Exchange |
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.
Explanatory Note
This Amendment No. 1 on Form
8-K/A (this “Amendment”) is being filed by Mach Natural Resources LP, a Delaware limited partnership (the “Company”),
to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September
17, 2025 (the “Original Report”). As previously disclosed in the Original Report, on September 16, 2025, the Company completed
the acquisition of certain rights, title and interests in oil and gas properties, rights and related assets located in certain designated
lands in the Permian Basin from Sabinal Energy Operating, LLC (“Sabinal Energy Operating”),
Sabinal Resources, LLC and Sabinal CBP, LLC. Further, as previously disclosed in the Original
Report, on September 16, 2025, the Company completed the acquisition of 100% of the membership interests
in SIMCOE LLC (“SIMCOE”) and Simlog LLC (“Simlog”) from VEPU Inc. and Simlog Inc. Simlog owns 100% of the issued
and outstanding equity interests of SJ INVESTMENT OPPS LLC (“SJ INVESTMENT”), and SJ INVESTMENT represents substantially all
of Simlog.
The Company is filing this
Amendment solely to (i) revise Item 2.01 to correct the purchase price for the IKAV Assets (as defined in the Original Report) and (ii)
supplement Item 9.01 of the Original Report to file (a) the audited consolidated financial statements of Sabinal Energy Operating as of
December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023, (b) the unaudited consolidated financial statements of
Sabinal Energy Operating as of June 30, 2025 and for the six months ended June 30, 2025 and 2024, (c) the audited financial statements
of SJ INVESTMENT as of December 31, 2024 and 2023, and for the year ended December 31, 2024 and for the period from June 27, 2023 (inception)
to December 31, 2023, (d) the unaudited financial statements of SJ INVESTMENT as of June 30, 2025 and for the six months ended June 30,
2025 and 2024, (e) the audited financial statements of SIMCOE as of December 31, 2024 and 2023, and for the years ended December 31, 2024
and 2023, (f) the unaudited financial statements of SIMCOE as of June 30, 2025 and for the six months ended June 30, 2025 and 2024 and
(g) the unaudited pro forma condensed combined financial information of the Company as of June 30, 2025, and for the six months ended
June 30, 2025 and the year ended December 31, 2024. Except for the foregoing, this Amendment does not modify or update any other disclosure
contained in the Original Report.
Item 2.01. Completion of Acquisition or Disposition of Assets.
This Amendment amends
Item 2.01 of the Original Report to correct the purchase price for the IKAV Assets to $758.9 million,
which was comprised of (i) cash in the amount of $349.0 million and (ii) 30,611,264 Common Units, net of preliminary and customary purchase
price adjustments and subject to final post-closing settlement.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Sabinal
The audited consolidated balance
sheets of Sabinal Energy Operating as of December 31, 2024 and 2023 and the audited consolidated statements of operations, statements
of members’ capital and statements of cash flows for each of the years ended December 31, 2024 and 2023, and the related notes thereto,
are filed herewith and attached hereto as Exhibit 99.1 and are incorporated herein by reference.
The unaudited consolidated
balance sheet of Sabinal Energy Operating as of June 30, 2025 and the unaudited consolidated statements of operations, statements of members’
capital and statements of cash flows for each of the six months ended June 30, 2025 and 2024, and the related notes thereto, are filed
herewith and attached hereto as Exhibit 99.2 and are incorporated herein by reference.
IKAV
The audited statements of
financial position of SJ INVESTMENT as of December 31, 2024 and 2023 and the audited statements of operations, statements of changes in
member’s capital and statements of cash flows for the year ended December 31, 2024 and for the period from June 27, 2023 to December
31, 2023, and the related notes thereto, are filed herewith and attached hereto as Exhibit 99.3 and are incorporated herein by reference.
The unaudited statements of
financial position of SJ INVESTMENT as of June 30, 2025 and the unaudited statements of operations and comprehensive income (loss), statements
of changes in member’s capital and statements of cash flows for each of the six months ended June 30, 2025 and 2024, and the related
notes thereto, are filed herewith and attached hereto as Exhibit 99.4 and are incorporated herein by reference.
The audited statements of
financial position of SIMCOE as of December 31, 2024 and 2023 and the audited statements of operations and comprehensive income (loss),
statements of changes in member’s capital and statements of cash flows for each of the years ended December 31, 2024 and 2023, and
the related notes thereto, are filed herewith and attached hereto as Exhibit 99.5 and are incorporated herein by reference.
The unaudited statements of
financial position of SIMCOE as of June 30, 2025, and the unaudited statements of operations and comprehensive income (loss), statements
of changes in member’s capital and statements of cash flows for each of the six months ended June 30, 2025 and 2024, and the related
notes thereto, are filed herewith and attached hereto as Exhibit 99.6 and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed
combined balance sheet of the Company and its subsidiaries as of June 30, 2025, and the unaudited pro forma condensed combined statements
of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024, are filed herewith and attached hereto
as Exhibit 99.7, and are incorporated herein by reference.
(d) Exhibits.
|
Exhibit
No. |
|
Description |
| 23.1 |
|
Consent of Weaver and Tidwell, L.L.P., independent auditor for Sabinal Energy Operating, LLC. |
| 23.2 |
|
Consent of PricewaterhouseCoopers LLP, independent auditor for SJ INVESTMENT OPPS LLC. |
| 23.3 |
|
Consent of PricewaterhouseCoopers LLP, independent auditor for SIMCOE LLC. |
| 99.1 |
|
Audited Consolidated Financial Statements of Sabinal Energy Operating, LLC as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023. |
| 99.2 |
|
Unaudited Consolidated Financial Statements of Sabinal Energy Operating, LLC as of June 30, 2025 and for the six months ended June 30, 2025 and 2024. |
| 99.3 |
|
Audited Financial Statements of SJ INVESTMENT OPPS LLC as of December 31, 2024 and 2023, for the year ended December 31, 2024 and for the period from June 27, 2023 to December 31, 2023. |
| 99.4 |
|
Unaudited Financial Statements of SJ INVESTMENT OPPS LLC as of June 30, 2025 and for the six months ended June 30, 2025 and 2024. |
| 99.5 |
|
Audited Financial Statements of SIMCOE LLC as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023. |
| 99.6 |
|
Unaudited Financial Statements of SIMCOE LLC as of June 30, 2025 and for the six months ended June 30, 2025 and 2024. |
| 99.7 |
|
Unaudited Pro Forma Condensed Combined Financial Statements of Mach Natural Resources LP as of June 30, 2025, for the six months ended June 30, 2025 and for the year ended December 31, 2024. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
| |
Mach Natural Resources LP |
| |
|
|
| |
By: |
Mach Natural Resources GP LLC, |
| |
|
its general partner |
| |
|
|
| Dated: September 19, 2025 |
By: |
/s/ Tom L. Ward |
| |
|
Name: |
Tom L. Ward |
| |
|
Title: |
Chief Executive Officer |
