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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): November 3, 2026
| VALOR
ENERGY INC |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
001-38426 |
|
35-2600898 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
230
Park Avenue, Floor 3,
New York, NY |
|
10169 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +1 (929) 872-1185
| 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 |
| Common
Stock, par value $0.0001 per share |
|
VAI |
|
The
Nasdaq Stock Market LLC |
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.
Amendment
to Youngstown Computing Center Equity Transfer Agreement
On
November 3, 2026, Valor Energy Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Youngstown
Computing Center Equity Transfer Agreement with Glorious Star, LLC (the “Agreement”), previously disclosed in the Company’s
Current Report on Form 8-K filed on October 22, 2026.
The
Amendment eliminates the escrow arrangement for the $360,000 purchase-price deposit and provides for payment directly to the seller following
the Company’s written confirmation that its due diligence and Initial Valuation are satisfactory. The payment constitutes a generally
non-refundable down payment credited toward the $3,600,000 purchase price, subject to the refund provisions specified in the Amendment.
The remaining purchase price is payable at Closing, concurrently with the transfer of all equity interests and control, subject to satisfaction
or applicable waiver of the Closing conditions.
The
Amendment also revises the treatment of the down payment following termination, the Company’s due diligence termination rights,
and the parties’ material-breach and payment-default provisions. These provisions preserve applicable notice and cure requirements
and the Company’s protections regarding conditional payment obligations and simultaneous Closing deliveries. The Closing and balance-payment
deadline is the thirtieth Business Day after the Agreement’s original effective date, October 18, 2026, unless extended by written
agreement.
The
Amendment further provides that any potential acquisition of rights to additional power capacity for the Project would be a separate
transaction, subject to applicable approvals and a separate written agreement establishing its terms. Neither party is obligated to purchase,
sell or pay for such additional capacity, and neither party represents or guarantees its approval or availability. Such additional capacity
does not constitute a condition to Closing or modify, delay or excuse the parties’ obligations under the Agreement, including the
purchase price, payment obligations and Closing deadline, unless otherwise expressly agreed in writing.
Except
as amended, the Agreement remains in effect. The foregoing description is qualified in its entirety by reference to the Amendment, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No.1 to the Youngstown Computing Center Equity Transfer Agreement, dated November 3, 2026, between Valor Energy Inc. and Glorious Star, LLC |
| 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.
| |
VALOR ENERGY INC |
| |
|
|
| Date: November 9, 2026 |
By: |
/s/ Ronggang
(Jonathan) Zhang |
| |
Name: |
Ronggang (Jonathan) Zhang |
| |
Title: |
Chief Executive Officer |
