UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 26, 2022, Montauk Renewables, Inc. (the “Company”), through its wholly-owned subsidiaries Montauk Ag Renewables, LLC (f/k/a Montauk Swine Ag, LLC, “Montauk Ag”) and Montauk Energy Holdings, LLC (“MEH”), entered into the First Amendment (the “Amendment”), dated May 26, 2022, to the Membership Interest and Asset Purchase Agreement (“MIAPA”), dated May 10, 2021, by and among J.P. Carroll & Co., LLC, Eagle Creek Ranch, L.L.C., NR3 Nutrient Recovery, LLC, Joseph P. Carroll, Jr., Martin A. Redeker and Montauk Ag.
Under the terms of the Amendment, Messrs. Carroll’s and Redeker’s rights to repurchase certain of the intellectual property transferred to Montauk Ag pursuant to the MIAPA have been terminated. Additionally, the restricted stock awards granted to each of Messrs. Carroll and Redeker in connection with their respective employment with the Company following the closing of the transactions contemplated by the MIAPA have been amended to remove the performance-based vesting criteria and will be subject only to time-based vesting requirements over a five-year period.
The foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 2.1 | First Amendment to Membership Interest and Asset Purchase Agreement, dated May 26, 2022, by and among J.P. Carroll & Co., LLC, Eagle Creek Ranch, L.L.C., NR3 Nutrient Recovery, LLC, Joseph P. Carroll, Jr., Martin A. Redeker, Montauk Ag Renewables, LLC and Montauk Energy Holdings, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
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.
| MONTAUK RENEWABLES, INC. | ||||||
| Date: June 1, 2022 | By: | /s/ Kevin A. Van Asdalan | ||||
| Name: | Kevin A. Van Asdalan | |||||
| Title: | Chief Financial Officer | |||||