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Samos Energy Acquisition Corp

For the period ended Jul 9, 2026. Filed Jul 15, 2026.

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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Jul 9, 2026 · Filed Jul 15, 2026

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SAMO$9.79-0.1%Stored close · as of Nov 5, 2026
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**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): July 9, 2026

Samos Energy Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands001-4339298-1919529
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
New York, NY10017
(Address of principal executive offices)(Zip Code)

(212) 329-9903

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication 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 registeredTrading Symbol(s)Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrantSAMO.UNew York Stock Exchange
Class A ordinary shares, par value $0.0001 per shareSAMONew York Stock Exchange
Warrants, exercisable for one Class A ordinary share at an exercise price of $11.50 per shareSAMO.WSNew York Stock Exchange

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.☐

On July 9, 2026, the registration statement on Form S-1, as amended (File No. 333-296771) (the “Registration Statement”), relating to the initial public offering (the “IPO”) of Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “Commission”). On July 13, 2026, the Company completed its IPO of 20,000,000 units (the “Units”). The Units were issued pursuant to an underwriting agreement, dated July 10, 2026, between the Company and Cantor Fitzgerald & Co. (“Cantor”). Each Unit had an offering price of $10.00 and consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one warrant of the Company (each such whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

●The Underwriting Agreement, dated July 10, 2026, between the Company and Cantor.
●A Public Warrant Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
●A Private Warrant Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
●A Letter Agreement (the “Letter Agreement”), dated July 10, 2026, among the Company, its officers and directors, and Samos Energy Acquisition Sponsor, LP (the “Sponsor”).
●An Investment Management Trust Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee.
●A Registration Rights Agreement, dated July 10, 2026, among the Company, the Sponsor and Cantor.
●An Administrative Support Agreement, dated July 10, 2026, between the Company and the Sponsor.
●A Sponsor Private Placement Warrants Purchase Agreement (the “Sponsor Purchase Agreement,” and collectively with the Purchase Agreement, the “Private Placement Warrant Purchase Agreements”), dated July 10, 2026, between the Company and the Sponsor.
●A Private Placement Warrants Purchase Agreement (the “Purchase Agreement”), dated July 10, 2026, between the Company and Cantor.
●indemnity agreements, dated July 10, among the Company and each of its officers and directors.

Each of the foregoing agreements is attached as Exhibits 1.1, 4.5, 4.6, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9, respectively, and is incorporated into this Item 1.01 by reference.

On July 13, 2026, simultaneously with the closing of the IPO of the Company and pursuant to the Private Placement Warrant Purchase Agreements, the Company completed the private sale of 4,000,000 warrants to the Sponsor and 2,000,000 warrants to Cantor, for an aggregate of 6,000,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,000,000. The Private Placement Warrants are identical to the warrants sold as part of the Units sold in the IPO, except as otherwise disclosed in the Prospectus (as defined below). Pursuant to the Letter Agreement, the parties agreed not to transfer, assign or sell any Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

On July 10, 2026, Trent Kososki, Joseph McMonigle and Khodor Mattar were appointed as members of the Board of Directors of the Company (the “Board”). The Board has determined that Joseph McMonigle and Khodor Mattar are “independent directors” as defined in the New York Stock Exchange listing standards and applicable Commission rules. Joseph McMonigle and Khodor Mattar will serve on the

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