KLR ENERGY ACQUISITION CORP. (NASDAQ:KLRE) Files An 8-K Other Events
Item8.01.
| Other Events. |
On April4, 2017, KLR Energy Acquisition Corp. (KLRE) made an
investor presentation (the Investor Presentation) at the IPAA Oil
and Gas Investment Symposium relating to the previously announced
business combination with Tema Oil and Gas Company (Tema and such
business combination, the Business Combination). The written
presentation materials that were used are attached hereto as
Exhibit 99.1.
Attached as Exhibit 99.2 hereto and incorporated into this Item
8.01 by reference is a transcript of the Investor Presentation.
The information referenced under Item 8.01 (including Exhibit
99.1 and Exhibit 99.2) of this Current Reporton Form 8-K is being furnished and
shall not be deemed to be filed for the purposes of Section18 of
the Securities Exchange Act of 1934, as amended (the Securities
Act), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any
registration statement, report or other document filed by KLRE to
the Securities Act except as shall be expressly set forth by
specific reference in such filing.
Forward-Looking
Statements
This communication
includes certain statements that may constitute forward-looking
statements for purposes of the federal securities laws.
Forward-looking statements include, but are not limited to,
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including
any underlying assumptions. The words anticipate, believe,
continue, could, estimate, expect, intends, may, might, plan,
possible, potential, predict, project, should, would and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements may include, for
example, statements about: KLREs ability to consummate the
Business Combination and related private placement; the benefits
of the Business Combination; the future financial performance of
KLRE following the Business Combination; changes in Temas
reserves and future operating results; and expansion plans and
opportunities. These forward-looking statements are based on
information available as of the date of this Current Report on
Form8-K,and
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing KLREs views as of any subsequent date, and KLRE does
not undertake any obligation to update forward-looking statements
to reflect events or circumstances after the date they were made,
whether as a result of new information, future events or
otherwise, except as may be required under applicable securities
laws.You should not place undue reliance on these forward-looking
statements. As a result of a number of known and unknown risks
and uncertainties, KLREs actual results or performance may be
materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual
results to differ include: (i)the occurrence of any event, change
or other circumstances that could delay the Business Combination
or the private placement or give rise to the termination of the
Business Combination Agreement dated December20, 2016 (the
Business Combination Agreement); (ii)the outcome of any legal
proceedings that may be instituted against KLRE following
announcement of the Business Combination and transactions
contemplated thereby; (iii)the inability to complete the Business
Combination due to the failure to obtain approval of the
stockholders ofKLRE, or other conditions to closing in the
Business Combination Agreement; (iv)the risk that the Business
Combination disrupts current plans and operations of KLRE or Tema
as a result of the announcement and consummation of the
transactions described herein; (v)KLREs ability to recognize the
anticipated benefits of the Business Combination, which may be
affected by, among other things, competition and the ability of
KLRE to grow and manage growth profitably following the Business
Combination; (vi)costs related to the Business Combination;
(vii)changes in applicable laws or regulations; (viii)the
possibility that KLRE or Tema may be adversely affected by other
economic, business, and/or competitive factors, including, but
not limited to, future trends in energy markets and commodity
prices; and (ix)other risks and uncertainties described herein,
as well as those risks and uncertainties discussed from time to
time in other reports and other public filings with the
Securities and Exchange Commission (SEC) by
KLRE.
Additional information
concerning these and other factors that may impact our
expectations and projections can be found in our periodic filings
with the SEC, including KLREs Annual Report onForm10-Kfiled by
KLRE with the SEC on February27, 2017, and in thepreliminary
proxystatement filed by KLRE with the SEC on March23, 2017. Our
SEC filings are available publicly on the SECs website at
www.sec.gov. KLRE and Tema disclaim any obligation to update the
forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be
required under applicable securities laws.
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Additional
Information about the Transaction and Where to Find
It
In connection with the
Business Combination, KLRE filed a preliminary proxy statement
with the SEC and will mail a definitive proxy statement and other
relevant documents to its stockholders. Investors and security
holders of KLRE are advised to read the preliminary proxy
statement, and amendments thereto, and the definitive proxy
statement in connection with KLREs solicitation of proxies for
its stockholders meeting to be held to approve the Business
Combination and related transactions because the proxy statement
will contain important information about the transactions, the
parties thereto and risk factors that may affect investors. The
definitive proxy statement will be mailed to stockholders of KLRE
as of a record date to be established for voting on the Business
Combination. Stockholders will also be able to obtain copies of
the proxy statement, without charge, once available, at the SECs
website at www.sec.gov or by directing a request to: KLR Energy
Acquisition Corp., 811 Main Street, 18thFloor, Houston, Texas 77002,
Attn: Gary C. Hanna.
Participants in
the Solicitation
KLRE, Tema, and their
respective directors, executive officers and other members of
their management and employees, under SEC rules, may be deemed to
be participants in the solicitation of proxies of KLRE
stockholders in connection with the Business Combination.
Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests in
KLRE of directors and officers of KLRE in KLREs Annual Report
onForm10-Kfiled by KLRE with the SEC on February27, 2017 and
thepreliminary proxystatement filed with the SEC on March23,
2017. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to KLREs
stockholders in connection with the Business Combination will be
set forth in the proxy statement for the Business Combination
when available. Information concerning the interests of KLREs and
Temas participants in the solicitation, which may, in some cases,
be different than those of KLREs and Temas stockholders
generally, are set forth in the proxy statement relating to the
Business Combination.
Disclaimer
This Current Report on
Form8-Kshall neither constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such
jurisdiction.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Investor Presentation | |
| 99.2 | Transcript of the Investor Presentation |
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About KLR ENERGY ACQUISITION CORP. (NASDAQ:KLRE)
KLR Energy Acquisition Corp. is a shell company. The Company is a blank check company. The Company is formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a Business Combination). The Company’s target business is not limited to a particular industry or geographic region. As of September 30, 2016, the Company had not generated any revenues. KLR ENERGY ACQUISITION CORP. (NASDAQ:KLRE) Recent Trading Information
KLR ENERGY ACQUISITION CORP. (NASDAQ:KLRE) closed its last trading session up +0.07 at 10.34 with 400 shares trading hands.