Item 1.01. Entry into a Material Definitive Agreement.
On January 16, 2023, ROC Energy Acquisition Corp. (the "Company") issued a
promissory note (the "Note") in the principal amount of up $800,000 to FP SPAC
2, LLC, a Delaware limited liability company and an affiliate of the Company's
sponsor, ROC Energy Holdings LLC (the "Sponsor"), for working capital. The Note
bears no interest and is due and payable upon the earlier to occur of (i) the
date on which the Company's initial business combination is consummated and (ii)
the liquidation of the Company on or before March 6, 2023 (unless extended to
June 6, 2023) or such later liquidation date as may be approved by the Company's
stockholders. At the election of FP SPAC 2, LLC, the unpaid principal amount of
the Note may be converted into units of the Company (the "Conversion Units")
with the total Conversion Units so issued shall be equal to: (x) the portion of
the principal amount of the Note being converted divided by (y) the conversion
price of ten dollars ($10.00), rounded up to the nearest whole number of units.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Title
10.1 Promissory Note, dated January 16, 2023
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