8-K

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): October 4, 2021

Evolve Transition Infrastructure LP

(Exact name of registrant as specified in its charter)

Delaware	001-33147	11-3742489
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

1360 Post Oak Blvd, Suite 2400
Houston, TX	77056
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (713) 783-8000

(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 Units representing limited partner interests	SNMP	NYSE American

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 7.01 Regulation FD Disclosure.

As previously disclosed, Evolve Transition Infrastructure LP (“Evolve”) received notice from the NYSE American LLC (the “NYSE American”) on April 3, 2020 that it was not in compliance with Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”).  Subsequently, Evolve received notice from the NYSE American on April 29, 2021 that it was not in compliance with Section 1003(a)(ii) of the Company Guide.

As a result of management’s efforts, on October 4, 2021, the NYSE American informed Evolve that it has regained compliance by meeting the requirements of the $50 million market capitalization exemption from the stockholders’ equity requirement in Section 1003(a) of the Company Guide.  At the opening of trading on October 5, 2021, the below compliance (“.BC”) indicator was no longer disseminated and Evolve was removed from the list of NYSE American noncompliant issuers on the NYSE American’s website.

On October 5, 2021, Evolve issued a press release announcing that it has regained compliance with the continued listing standards outlined in Part 10, Section 1003 of the Company Guide. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 7.01.

The information included in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit
99.1	Press Release, dated October 5, 2021.

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.

	EVOLVE TRANSITION INFRASTRUCTURE LP
	By: Evolve Transition Infrastructure GP LLC, its general partner
Date: October 5, 2021	By:	/s/ Charles C. Ward
		Charles C. Ward
		Chief Financial Officer and Secretary

EX-99.1

Exhibit 99.1

Evolve Regains Compliance with NYSE America Continued Listing Standards

HOUSTON, TX, October 5, 2021 (GLOBE NEWSWIRE) — Evolve Transition Infrastructure LP (“Evolve” or the “Company”) (NYSE American: SNMP) today announced it has received written notice from the NYSE American LLC (the “NYSE American”) that the Company has regained compliance with continued listing standards outlined in Part 10, Section 1003 of the NYSE American Company Guide (the “Company Guide”).

As previously disclosed, the Company received notice from the NYSE American on April 3, 2020 that it was not in compliance with Section 1003(a)(i) of the Company Guide.  Subsequently, the Company received notice from the NYSE American on April 29, 2021 that it was not in compliance with Section 1003(a)(ii) of the Company Guide.

As a result of management’s efforts, the NYSE American has informed the Company that it has regained compliance by meeting the requirements of the $50 million market capitalization exemption from the stockholders’ equity requirement in Section 1003(a) of the Company Guide.  At the opening of trading on October 5, 2021, the below compliance (“.BC”) indicator was no longer disseminated and the Company was removed from the list of NYSE American noncompliant issuers on the NYSE American’s website.

About Evolve Transition Infrastructure LP

Evolve Transition Infrastructure LP (NYSE American: SNMP) is a publicly-traded limited partnership formed in 2005 focused on the acquisition, development and ownership of infrastructure critical to the transition of energy supply to lower carbon sources.

Additional information about Evolve can be found in our documents on file with the SEC which are available on our website at www.evolvetransition.com and on the SEC’s website at www.sec.gov.

Evolve Contact

Charles Ward

Chief Financial Officer

ir@evolvetransition.com

(713) 800-9477

XML

Document and Entity Information	Oct. 04, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 04, 2021
Entity Registrant Name	Evolve Transition Infrastructure LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33147
Entity Tax Identification Number	11-3742489
Entity Address, Address Line One	1360 Post Oak Blvd, Suite 2400
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	713
Local Phone Number	783-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units representing limited partner interests
Trading Symbol	SNMP
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0001362705
Amendment Flag	false