false
--12-31
0002125567
0002125567
2026-07-09
2026-07-09
0002125567
SAMOU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneWarrantMember
2026-07-09
2026-07-09
0002125567
SAMOU:ClassOrdinarySharesParValue0.0001PerSharMember
2026-07-09
2026-07-09
0002125567
SAMOU:WarrantsExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-07-09
2026-07-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 9, 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) |
|
(IRS 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 is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication 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 registered |
|
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,
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 1.01 Entry into a Material
Definitive Agreement.
On July 9, 2026, the registration statement on
Form S-1, as amended (File No. 333-296771) (the “Registration Statement”), relating to the initial public offering
(the “IPO”) of Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”)
was declared effective by the U.S. Securities and Exchange Commission (the “Commission”). On July 13, 2026, the
Company completed its IPO of 20,000,000 units (the “Units”). The Units were issued pursuant to an underwriting agreement,
dated July 10, 2026, between the Company and Cantor Fitzgerald & Co. (“Cantor”). Each Unit had an offering price
of $10.00 and consists 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 (each such whole warrant, a “Warrant”). Each Warrant entitles the holder
thereof to purchase one Class A Ordinary Share at a price of $11.50 per share.
In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | The Underwriting Agreement, dated July 10, 2026, between the Company and Cantor. |
| ● | A Public Warrant Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant
agent. |
| ● | A Private Warrant Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant
agent. |
| ● | A Letter Agreement (the “Letter Agreement”), dated July 10, 2026, among the Company, its officers and directors,
and Samos Energy Acquisition Sponsor, LP (the “Sponsor”). |
| ● | An Investment Management Trust Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company,
as trustee. |
| ● | A Registration Rights Agreement, dated July 10, 2026, among the Company, the Sponsor and Cantor. |
| ● | An Administrative Support Agreement, dated July 10, 2026, between the Company and the Sponsor. |
| ● | A
Sponsor Private Placement Warrants Purchase Agreement (the “Sponsor Purchase
Agreement,” and collectively with the Purchase Agreement, the “Private
Placement Warrant Purchase Agreements”), dated July 10, 2026, between the Company
and the Sponsor. |
| ● | A Private Placement Warrants Purchase Agreement (the “Purchase Agreement”), dated July 10, 2026, between the
Company and Cantor. |
| ● | indemnity agreements, dated July 10, among the Company and each of its officers and directors. |
Each of the foregoing agreements is attached as Exhibits
1.1, 4.5, 4.6, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9, respectively, and is incorporated into this Item 1.01 by reference.
Item
3.02 Unregistered Sales of Equity Securities.
On July 13, 2026, simultaneously with the closing
of the IPO of the Company and pursuant to the Private Placement Warrant Purchase Agreements, the Company completed the private sale of
4,000,000 warrants to the Sponsor and 2,000,000 warrants to Cantor, for an aggregate of 6,000,000 warrants (the “Private Placement
Warrants”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,000,000.
The Private Placement Warrants are identical to the warrants sold as part of the Units sold in the IPO, except as otherwise disclosed
in the Prospectus (as defined below). Pursuant to the Letter Agreement, the parties agreed not to transfer, assign or sell any Private
Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business
combination. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On July 10, 2026, Trent Kososki, Joseph McMonigle
and Khodor Mattar were appointed as members of the Board of Directors of the Company (the “Board”). The Board has determined
that Joseph McMonigle and Khodor Mattar are “independent directors” as defined in the New York Stock Exchange listing standards
and applicable Commission rules. Joseph McMonigle and Khodor Mattar will serve on the audit committee, with Khodor Mattar serving as chair
of the audit committee. Joseph McMonigle and Khodor Mattar will serve on the compensation committee, with Joseph McMonigle serving as
chair of the compensation committee.
On July 10, 2026, the Company entered into indemnification
agreements with Jacques Tohme, Trent Kososki, Joseph McMonigle and Khodor Mattar that require the Company to indemnify these individuals
to the fullest extent permitted under applicable law and to advance expenses incurred as a result of any proceeding against them as to
which they could be indemnified. The foregoing description is qualified in its entirety by reference to the full text of the indemnification
agreements, the form of which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company’s Amended and Restated Memorandum
and Articles of Association (as so amended, the “Memorandum and Articles”) were approved on July 10, 2026. A description
of the Memorandum and Articles is contained in the section of the prospectus for the IPO, dated July 10, 2026, and filed pursuant to Rule
424(b) under the Securities Act (the “Prospectus”), entitled “Description of Securities” and is incorporated
herein by reference. The description is qualified in its entirety by reference to the full text of the Memorandum and Articles which is
attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
Item
7.01 Regulation FD Disclosure.
On July 10, 2026, 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 the pricing of the IPO. On July 13, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current
Report on Form 8-K, announcing the closing of the IPO.
In accordance with General Instruction B.2
of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached press releases included as Exhibit 99.1
and Exhibit 99.2 to this report is deemed to be “furnished” solely pursuant to Item 7.01 of this report and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed
incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item
8.01 Other Events.
Of the net proceeds of the IPO and the sale of
the Private Placement Warrants, $200,000,000, including $8,000,000 of deferred underwriting discounts and commissions, has been deposited
into a U.S. based trust account, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest
earned on the funds held in the trust account that may be released to the Company to pay its taxes, the proceeds from the IPO and the
sale of the Private Placement Warrants held in the trust account will not be released from the trust account until the earliest to occur
of (a) the completion of the Company’s initial business combination (including the release of funds to pay any amounts due to any
public shareholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly
submitted in connection with a shareholder vote to approve an amendment to the Memorandum and Articles (i) in a manner that would affect
the substance or timing of the Company’s obligation to redeem 100% of its public shares if an initial business combination is not
completed within 24 months from the closing of the IPO or (ii) with respect to any other provision relating to the rights of holders of
the Class A Ordinary Shares or pre-initial business combination activity or (c) the redemption of the Company’s public shares if
the Company is unable to complete its business combination within 24 months from the closing of the IPO, subject to applicable law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
Number |
|
Description of Exhibits |
| 1.1 |
|
Underwriting Agreement, dated July 10, 2026, between the Company and Cantor. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 4.1 |
|
Public Warrant Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 4.2 |
|
Private Warrant Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 |
|
Letter Agreement, dated July 10, 2026, among the Company, its officers and directors, and the Sponsor. |
| 10.2 |
|
Investment Management Trust Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated July 10, 2026, among the Company, the Sponsor and Cantor. |
| 10.4 |
|
Administrative Support Agreement, dated July 10, 2026, between the Company and the Sponsor. |
| 10.5 |
|
Sponsor Private Placement Warrants Purchase Agreement, dated July 10, 2026, between the Company and the Sponsor. |
| 10.6 |
|
Private Placement Warrants Purchase Agreement, dated July 10, 2026, between the Company and Cantor. |
| 10.7 |
|
Form of Indemnification Agreement. |
| 99.1 |
|
Press Release, dated July 10, 2026. |
| 99.2 |
|
Press Release, dated July 13, 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: July 15, 2026 |
By: |
/s/ Jacques Tohme |
| |
Name: |
Jacques Tohme |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Samos Energy Acquisition Corporation Announces Pricing of
Initial Public Offering
NEW YORK—July 10, 2026—Samos
Energy Acquisition Corporation (the “Company”) announced today the pricing of its initial public offering (“IPO”)
of 20,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (the “NYSE”) and
trade under the ticker symbol “SAMO.U” beginning on July 10, 2026. Each unit consists of one Class A ordinary share and one-half
of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one of the Company’s Class A ordinary
shares at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary
shares and warrants are expected to be listed on the NYSE under the symbols “SAMO” and “SAMO.WS,” respectively.
Cantor Fitzgerald & Co. is acting as
the sole book running manager for the proposed offering. The Company has granted the underwriter a 45-day option to purchase up to an
additional 3,000,000 units at the IPO price.
The public offering is being made only by means
of a prospectus. When available, copies of the prospectus may be obtained from: Cantor Fitzgerald & Co., Attention: Capital Markets,
110 East 59th Street, New York, NY 10022, or by email at prospectus@cantor.com or by visiting the SEC’s website
at www.sec.gov.
A registration statement relating to these
securities has been 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 intends to focus 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. No assurance can be given that the offering discussed
above will be completed on the terms described, or at all. 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 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
Exhibit 99.2
Samos Energy Acquisition
Corporation Announces Closing of $230 Million Initial Public Offering
NEW YORK—July 13, 2026—Samos
Energy Acquisition Corporation (the “Company”) announced today the closing of its initial public offering (“IPO”)
of 23,000,000 units, including the full exercise by the underwriters of their overallotment option to purchase an additional 3,000,000
units. The offering was priced at $10.00 per unit, resulting in gross proceeds to the Company of $230,000,000.
The units began trading on the New York
Stock Exchange (the “NYSE”) under the ticker symbol “SAMO.U” on July 10, 2026. Each unit consists of one Class
A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one of the Company’s
Class A ordinary shares at an exercise price of $11.50 per share. Once the securities comprising the units begin separate trading, the
Class A ordinary shares and warrants are expected to be listed on the NYSE under the symbols “SAMO” and “SAMO.WS,”
respectively.
Of the proceeds received from the consummation
of the initial public offering (including the exercise of the overallotment option) and a simultaneous private placement of units, $230,000,000
(or $10.00 per unit sold in the offering) was placed in the Company’s trust account for the benefit of the Company’s public
shareholders.
Cantor Fitzgerald & Co. acted as the
sole book running manager for the offering.
The public offering was made only by means of
a prospectus. Copies of the prospectus may be obtained from: Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street,
New York, NY 10022, or by email at prospectus@cantor.com or by visiting the SEC’s website at www.sec.gov.
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 intends to focus 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 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