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): ~~December~~January 288, ~~2023~~2024

Evolve Transition Infrastructure LP

(Exact name of registrant as specified in its charter)


Delaware	001-33147	11-3742489
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement.~~Rule or Standard; Transfer of Listing

On ~~December~~January 288, ~~2023~~2024, Evolve Transition Infrastructure LPGP LLC (the “~~Partnership~~General Partner”), ~~completed~~ the ~~sale~~general partner of ~~its~~Evolve ~~50%~~Transition ~~membership~~Infrastructure ~~interest~~LP (the “~~Carnero Interest~~Partnership”), inelected ~~Carnero~~to ~~G&P~~exercise ~~LLC~~its right as the holder (~~“Carnero”~~together with its controlled affiliates) toof ~~Targa~~more LPthan ~~Inc.~~80% (of the ~~“Buyer”)~~outstanding Common Units and pursuant to aSection ~~membership~~15.1 ~~interest~~of ~~purchase~~the ~~agreement,~~Partnership’s ~~dated~~Third asAmended and Restated Agreement of ~~December~~Limited 28Partnership, ~~2023~~as amended (the “Partnership Agreement”), ~~between~~to purchase all of the ~~Partnership~~issued and outstanding common units representing limited partner interests in the ~~Buyer.~~Partnership ~~The~~(“Common Units”) not already owned by the General Partner or its controlled affiliates for a cash purchase price, ~~for~~determined pursuant to the ~~Carnero~~contractual ~~Interest~~formula ~~was~~set forth in Section 15.1(b) of the Partnership Agreement, of $271.0389285 ~~million~~per unit (the “~~Cash~~Purchase ~~Consideration~~Right”). InAs ~~addition~~a toresult of the ~~Cash Consideration~~purchase, the ~~Buyer~~General Partner and its affiliates will ~~make~~own, andirectly ~~additional~~or ~~cash~~indirectly ~~payment~~100% toof the Partnership,’s ~~which~~Common Units and there will ~~equal~~no ~~20%~~longer ofbe ~~any~~a ~~cash~~public ~~award~~market for the Common Units. Therefore, ~~less~~the ~~costs~~Partnership intends to withdraw voluntarily its Common Units from listing on the New York Stock Exchange and ~~expenses~~from ~~actually~~registration ~~incurred~~on bythe ~~Carnero,~~NYSE ~~received~~American byunder ~~Carnero~~Section ~~with~~12(b) ~~respect~~of tothe ~~claims~~Securities ~~asserted~~Exchange byAct ~~Carnero~~of ~~pursuant~~1934, as amended (the “Exchange Act”) and to file a ~~third-party~~Form ~~commercial~~25 ~~agreement. The~~with ~~Partnership~~the ~~intends~~Securities and Exchange Commission (the “SEC”) to ~~use~~withdraw voluntarily the ~~net~~Common ~~proceeds~~Units from listing on the ~~transaction~~NYSE toAmerican ~~repay~~and ~~borrowings~~from ~~outstanding~~registration ~~under~~on the ~~Partnership’s~~NYSE ~~credit~~American ~~facility~~under ~~and~~Section ~~for~~12(b) ~~general~~of ~~working~~the ~~capital~~Exchange ~~purposes~~Act. The ~~Agreement~~Partnership ~~contains~~expects ~~customary~~that ~~representations,~~the ~~warranties~~Common Units will continue to be listed through February 16, ~~covenants~~2024 and ~~indemnification~~will ~~provisions,~~no ~~subject~~longer tobe ~~specified~~listed ~~limitations~~on February 19, 2024.

~~The~~Item ~~foregoing~~7.01 Regulation ~~description~~FD of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which will be filed by the Partnership with its Annual Report on Form 10-K for the year ended December 31, 2023.Disclosure

On January 8, 2024, the Partnership issued a press release announcing that, on such date, the General Partner has elected to exercise the Purchase Right. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information under this Item 7.01 and in Exhibit 99.1 in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01 and in Exhibit 99.1 in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information


Exhibit No.			Description
99.1			Press Release dated January 8, 2024.
104			Cover Page Interactive Data File (formatted as Inline XBRL).

The following unaudited pro forma financial information of the Partnership is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

•unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2023, and the year ended December 31, 2022; and

•unaudited pro forma condensed consolidated balance sheets as of September 30, 2023, and December 31, 2022.

(d) Exhibits.

Exhibit No.			Description
99.1			Unaudited pro forma condensed consolidated financial information.
104			Cover Page Interactive Data File (formatted as Inline XBRL).

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: January 2, 2024	By:	/s/ Charles C. Ward
Date: January 8, 2024	By:	/s/ Charles C. Ward
		Charles C. Ward
		Interim Chief Executive Officer, Chief Financial Officer and Secretary

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