(LED) Form 8-K/A (Amend No 1) date of report 04-30-24 true 0000894627 0000894627 2024-04-30 2024-04-30

 

 

 

 

 

 

Pursuant to Section 13 or 15(d)

 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: (713) 623-0801

 

 

 

 

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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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. ☐

 

 

 

As previously reported on April 30, 2024, VAALCO Energy (Holdings), LLC (“Buyer”), a Delaware limited liability company and wholly-owned subsidiary of VAALCO Energy, Inc. (“VAALCO”), completed the previously announced acquisition of Svenska Petroleum Exploration Aktiebolag, a company incorporated in Sweden (“Svenska”) from Petroswede AB, a company incorporated in Sweden (“Seller”), whereby Buyer acquired all of the issued shares in the capital Svenska and Svenska became a direct wholly-owned subsidiary of Buyer and an indirect wholly-owned subsidiary of VAALCO (the “Acquisition”), pursuant to a Share Purchase Agreement entered into by Buyer and Seller on February 29, 2024.

 

This Current Report on Form 8-K/A (this “Amendment No. 1”) amends and supplements Item 9.01 of the Current Report on Form 8-K filed by VAALCO with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2024 (the “Original Form 8-K”) to provide historical financial statements and information regarding oil and natural gas producing activities of Svenska as required by Item 9.01(a) of Form 8-K and pro formal financial information as required by Item 9.01(b) of Form 8-K, permitted to be filed by amendment to the Original Form 8-K pursuant to Items 9.01(a)(3) and 9.01(b)(2), respectively, of Form 8-K. Except for the filing of such historical financial statements and information regarding oil and natural gas producing activities of Svenska and the pro forma financial statements giving effect to the Acquisition required by Article 11 of Regulation S-X, this Amendment No. 1 does not modify or update other disclosures in, or exhibits to, the Original Form 8-K and accordingly should be read in conjunction with the Original Form 8-K.

 

The information previously reported in or filed with the Original Form 8-K is hereby incorporated by reference into this Amendment No. 1.

 

 

                   

Svenska’s audited consolidated financial statements as of and for the year ended December 31, 2023 and notes related thereto and the related report Svenska’s independent registered public accounting firm, are attached as Exhibit 99.1 hereto and are incorporated herein by reference. The historical information regarding oil and natural gas producing activities of Svenska for each of the year ended December 31, 2023 is attached as Exhibit 99.3 hereto and is incorporated herein by reference.

 

The pro forma financial statements giving effect to the Acquisition required by Article 11 of Regulation S-X, are attached as Exhibit 99.2 hereto and are incorporated herein by reference.

 

 

 

 

 

 

 

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.