Energy Evolution Master Fund Files 13D/A for Empire Petroleum

TL;DR

Energy Evolution Master Fund updated its 13D filing for Empire Petroleum, watch for potential moves.

AI Summary

Energy Evolution Master Fund, Ltd. filed an amendment (No. 3) to its Schedule 13D on July 10, 2024, regarding its holdings in Empire Petroleum Corporation. The filing indicates a change in beneficial ownership, with Sterling Mulacek listed as a Director of Energy Evolution Master Fund, Ltd.

Why It Matters

This filing signals a potential shift in the control or influence over Empire Petroleum Corporation by a significant shareholder, which could impact the company's strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, which can introduce volatility.

Key Players & Entities

• Energy Evolution Master Fund, Ltd. (company) — Filing entity
• Empire Petroleum Corporation (company) — Subject company
• Sterling Mulacek (person) — Director of Energy Evolution Master Fund, Ltd.

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie
• $0.40 — of Common Stock at an exercise price of $0.40 per share (the “Assigned PIE-3 Wa
• $0.564 — of Common Stock at an exercise price of $0.564 per share (the “Assigned PIE-4 Wa
• $45,955 — full for an aggregate exercise price of $45,955. EEF funded the exercise prices of thes
• $2.00 — of Common Stock at an exercise price of $2.00 per share (the “EEF Warrant-1&rdq
• $105,000 — uo;) for an aggregate purchase price of $105,000. The purchase price was funded using EE
• $450,000 — full for an aggregate exercise price of $450,000. Such exercise prices were funded using
• $16,250,000 — 1, in the aggregate principal amount of $16,250,000 (the “Secured Convertible Note&rd
• $5.00 — d be converted at a conversion price of $5.00 per share (the “Conversion Price&
• $4.00 — Shares”) at an exercise price of $4.00 per Note Warrant Share. Under the Note
• $1,500,000 — tock for an aggregate exercise price of $1,500,000. Effective as of June 16, 2021, EEF exe
• $3.00 — Stock from such executive officers for $3.00 per share. Mr. Mulacek contributed such
• $6,500,000 — , among other things, (i) EEF converted $6,500,000 of principal under the Secured Converti
• $5,715,353 — nd EEF converted 100% of the principal ($5,715,353) and accrued interest ($55,075) outstan
• $55,075 — ipal ($5,715,353) and accrued interest ($55,075) outstanding under the Secured Converti

Filing Documents

• energy13d-18854.htm (SC 13D/A) — 99KB
• 0001072613-24-000587.txt ( ) — 100KB

From the Filing

SC 13D/A 1 energy13d-18854.htm ENERGY EVOLUTION / EMPIRE PETROLEUM CORPORATION - 13D/A(#3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) EMPIRE PETROLEUM CORPORATION (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 292034 30 3 (CUSIP Number) Sterling Mulacek, Director Energy Evolution Master Fund, Ltd. 25025 Interstate 45 North, STE 420 The Woodlands TX, 77380 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 29, 2023 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.) CUSIP NO. 292034 30 3 13D Page 2 of 9 pages 1 NAMES OF REPORTING PERSONS Energy Evolution Master Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 9,925,815 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 9,925,815 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,925,815 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.7% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP NO. 292034 30 3 13D Page 3 of 9 pages This Schedule 13D (Amendment No. 3) amends and restates in its entirety the Schedule 13D that was originally filed on June 24, 2021, as amended by Amendment No. 1 thereto filed on October 12, 2021, and Amendment No. 2 thereto filed on January 10, 2022. All pricing and share references give effect to and reflect the 1-for-4 reverse common stock split effective March 7, 2022. ITEM 1. SECURITY AND ISSUER The securities to which this Schedule 13D relates are shares of common stock, par value $0.001 per share (“Common Stock”), of Empire Petroleum Corporation (the “Company”). The address of the Company’s principal executive office is 2200 S. Utica Place, Suite 150, Tulsa, OK 74114. ITEM 2. IDENTITY AND BACKGROUND The Energy Evolution Master Fund, Ltd. (such fund and its affiliates, “EEF”) is an investment fund organized in the Cayman Islands that focuses on investing in oil and gas assets as well as companies transitioning to a low-carbon and alternative energy economy. EEF has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). EEF has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding, been subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information with respect to each director and executive officer (the “Listed Persons”) required by Item 2 is set forth on Schedule I and incorporated by reference herein. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On August 6, 2020, Petroleum Independent & Exploration LLC, a Nevada limited liability company (“PIE”), partially assigned to EEF warrants so EEF had the right to purchase (a) up to 25,000 shares of Common Stock at an exercise price of $0.40 per share (the “Assigned PIE-3 Warrant”), and (b) 63,750 shares of Common Stock at an exercise price of $0.564 per share (the “Assigned PIE-4 Warrant”). On March 11, 2021, EEF exercised the Assigned PIE-3 Warrant and the Assigned PIE-4 Warrant in full for an aggregate exercise price of $45,955. EEF funded the exercise prices of these warrants using its working capital. On or about March 30, 2021, the Company closed an offering of sha

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View this SC 13D/A filing on SEC EDGAR