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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): August
31, 2026
Samos Energy Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman
Islands |
|
001-43392 |
|
98-1919529 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
535
Fifth Avenue, 4th Floor, Suite 1051
New York, NY |
|
10017 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(212) 329-9903
(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(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant |
|
SAMO.U |
|
New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
SAMO |
|
New York Stock Exchange |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
SAMO.WS |
|
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.
Item 8.01 Other Events.
On August 31, 2026, Samos Energy Acquisition Corporation
(the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing
that the holders of the Company’s units issued in its initial public offering (the “Units”), each Unit consisting of
one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one
warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary
Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and Warrants included in the Units commencing on
August 31, 2026. No fractional Warrants will be issued upon the separation of the Units and only whole Warrants will trade. Those units
not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “SAMO.U,” and
each of the Class A Ordinary Shares and Warrants that are separated will trade on the NYSE under the symbols “SAMO” and “SAMO.WS,”
respectively.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release dated August 31, 2026. |
| 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.
| |
SAMOS ENERGY Acquisition Corporation |
| |
|
|
| Date: August 31, 2026 |
By: |
/s/ Jacques Tohme |
| |
Name: |
Jacques Tohme |
| |
Title: |
Chief Executive Officer and Director |
Exhibit 99.1
Samos Energy Acquisition Corporation Announces
the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing August 31, 2026
NEW YORK—August 31, 2026—Samos
Energy Acquisition Corporation (NYSE: SAMO.U) (the “Company”) announced that, commencing August 31, 2026, holders of the units
sold in the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in
the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary
shares and warrants that are separated will trade on the New York Stock Exchange (the “NYSE”) under the symbols “SAMO”
and “SAMO.WS,” respectively. Those units not separated will continue to trade on the NYSE under the symbol “SAMO.U.”
A registration statement relating to these
securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 9, 2026. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Samos Energy Acquisition Corporation
Samos Energy Acquisition Corporation was
formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar
business combination. The Company is focused on its search for a target business with significant international energy assets that are
operational and cash generative. The Company is sponsored by Samos Energy Acquisition Sponsor, LP, which is affiliated with Samos Investments
LLC (“Samos Energy”), a special situations investor in traditional energy assets pursuing asset acquisitions and financings
across the energy system.
Forward-Looking Statements
This press release contains statements that
constitute “forward-looking statements,” including with respect to the IPO. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s
registration statement and preliminary prospectus for the Company’s initial public offering filed with the SEC. Copies are available
on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.
Contacts
Investors:
Jacques Tohme, Chief Executive Officer
Email: spac@samosenergy.com
Phone: 212-329-9903