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~~May 135, ~~2023~~2025

Circle Energy, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	~~333~~000-~~263384~~56587	87-4125972
(State or other Jurisdiction of Incorporation or organization)	(Commission File Number)	(IRS Employer I.D. No.)
(State or other Jurisdiction of	(Commission File Number)	(IRS Employer I.D. No.)
Incorporation or organization)

8211 E Regal Place

Tulsa, OK ~~74133~~

74133

Phone: (918) 994-0693

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule l4a- l2 under the Exchange Act (17 CFR 240. l4a- l2) ☐ Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l3e-4(c))

☐ Soliciting material pursuant to Rule l4a- l2 under the Exchange Act (17 CFR 240. l4a- l2)

☐ Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l3e-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

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 51.0301 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement

On ~~July~~May 115, ~~2023~~2025, ~~stockholders~~Circle ~~holding~~Energy, Inc. (the “Company”) entered into a ~~majority~~Farmout ofAgreement and Conditional Lease Assignment (the ~~Company’s~~“Farmout ~~outstanding~~Agreement”) ~~voting~~dated ~~capital~~effective ~~stock~~May ~~approved~~16, a2025, ~~shareholder~~with ~~resolution~~Boa toVista, ~~amend~~LLC, ~~and~~a ~~restate~~New ~~the~~Mexico ~~Articles~~limited ofliability ~~Incorporation~~company (“Boa Vista”). ItFurthermore, isin ~~anticipated~~conjunction ~~that~~with the ~~Amended~~Farmout Agreement, on May 5, 2025, the Company and ~~Restated~~Boa ~~Articles~~Vista ~~will~~entered ~~become~~into ~~effective~~a onJoint Venture Agreement (the ~~date~~“JV ~~that~~Agreement”) (the ~~Amended~~Farmout Agreement and ~~Restated~~the ~~Articles~~JV ~~are~~Agreement, ~~filed~~together, ~~with~~ the ~~Nevada~~“New ~~Secretary of State~~Agreements”).

The ~~following~~Company ~~changes~~had ~~were~~previously ~~made~~entered into a farmout agreement and conditional lease assignment and a joint venture agreement on or about May 16, 2022 (the “Previous Agreements”) with Aspen Energy Partners, LTD (“Aspen”). Recently Aspen transferred their ownership rights in the Previous Agreements to Boa Vista. As a result of that transfer, the ~~original~~Company ~~Articles~~and Boa Vista entered into the New Agreements. The New Agreements are on the same terms as the Previous Agreements. Consideration paid by the Company for the New Agreements consisted of ~~Incorporation:~~$5,000.00 up front with a spudding payment of $30,000.00 due upon commencement of drilling the first well.

~~·Article~~Under ~~Fourth~~the ~~has~~terms ~~been~~of ~~amended~~the toFarmout ~~(i)~~Agreement ~~create~~the aCompany ~~second~~still ~~class~~has ofa ~~shares~~75% ~~designated~~working asinterests, ~~“Preferred~~and ~~Shares”;~~55.5% ~~(ii)~~net ~~increase~~revenue ~~the~~interest, ~~authorized~~in ~~shares~~the ~~from~~C.W. ~~150~~Logsdon Lease,~~000,000~~ toan ~~200,000,000~~80-acre ~~shares~~tract ~~par~~located ~~value~~in $0Andrews County, Texas.~~001~~ ~~per~~Boa ~~share,~~Vista ofholds ~~which,~~the ~~150,000,000~~remaining ~~shares~~25% ~~are~~working ~~authorized~~interest inand ~~the~~a ~~Common~~18.5% ~~Stock~~net ~~and~~revenue ~~50,000,000~~interest. ~~shares~~The ~~are~~Company ~~authorized~~is inrequired ~~the~~to ~~Preferred~~drill ~~Stock;~~at ~~and~~least ~~(iii)~~two ~~vest~~wells, ~~the~~one ~~Board~~on ofeach ~~directors~~40-acre ~~with~~farmout tract, within three years or the ~~authority~~rights under the lease to ~~designate~~any ~~series~~undrilled tract or ~~classes~~tracts ofwill ~~Preferred~~automatically ~~Shares~~revert ~~without~~to ~~shareholder~~Boa ~~action~~Vista.

~~·Article~~Under ~~Fifth~~the ~~has~~terms ~~been~~of ~~amended~~the toJV ~~remove~~Agreement, the ~~name~~Company and ~~address~~Boa Vista intend to mutually develop an area of mutual interest near the ~~initial~~current ~~directors~~lease. This area of mutual interest consists of approximately 880 acres including and adjoining the acquired acreage. If the parties are successful in acquiring the additional acreage, the parties would jointly own mineral rights in the same percentage of ownership as the current lease (75% the Company, 25% Boa Vista). The parties intend that the joint venture would use AAPL 610-19819 or AAPL 610-2015 or similar operating agreement to structure to joint venture. The liabilities of the parties would be severed and not joint, and each party would be responsible only for its share of the costs and liabilities incurred under the operating agreement.

·Article Seventh of the original articles of incorporation has been removed.

·Article Eighth of the original articles of incorporation has been renumbered Article Seventh.

·Article Nineth of the original articles of incorporation has been renumbered Article Eighth.

·Article Tenth of the original articles of incorporation has been renumbered Article Nineth.

·Article Eleventh of the original articles of incorporation has been renumbered Article Tenth.

·Article Twelfth of the original articles of incorporation has been renumbered Article Eleventh.

·Article Twelfth has been added to provide for Nevada as the exclusive forum for adjudication of certain disputes.

Item 5.07 Submission of Matters to a Vote of Security Holders

On July 11, 2023, stockholders holding a majority of the Company’s outstanding voting capital stock approved the following corporate actions: (i) to adopt and approve the Amended and Restated Articles of Incorporation to amend our Articles of Incorporation; and (ii) to approve the 2023 Company Stock Incentive Plan adopted by the Board of directors.

The corporate actions were approved on July 11, 2023, by Lloyd T. Rochford, a stockholder holding 1,100,000 shares of Common Stock, which represents approximately 71.9% of the voting power of the outstanding capital stock of the Company. The actions were approved by written consent in accordance with Nevada Revised Statutes.

Item 9.01 Financial Statements and Exhibits

The following exhibits are furnished with this report:

Exhibit No.	~~Description~~	Description
3.1	Amended and Restated Articles of Incorporation
10.1	Farmout Agreement and Conditional Lease Assignment dated May 5, 2025
99.1	2023 Stock Incentive Plan
10.2	Joint Venture Agreement dated May 5, 2025 [confidential information has been redacted]

SIGNATURES

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Circle Energy, Inc.
By /s/ William R. Broaddrick		~~July~~May 1314, ~~2023~~2025
William R. Broaddrick		Date
Its: Chief Financial Officer

Filing Compare · Circle Energy, Inc./NV