UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~June~~July 166, 2022

(Date of earliest event reported)

Corning Natural Gas Holding Corporation

(Exact name of registrant as specified in its charter)

New York		000-00643		46-3235589
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

330 West William Street, Corning, New York	14830
(Address of principal executive offices)	(Zip Code)

(607) 936-3755

(Registrant’s telephone number, including area code)

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
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth ~~company~~ 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 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

As previously ~~reported~~disclosed, on ~~March~~January 1412, ~~2022~~2021 Corning Natural Gas Holding Corporation, a New York corporation (the “Company”), ~~and~~entered ~~its~~into ~~subsidiary~~an ~~Corning~~Agreement ~~Natural~~and ~~Gas~~Plan ~~Corporation~~of Merger (the “~~Corning~~Merger ~~Gas~~Agreement”), ~~ACP~~ ~~Crotona~~with ~~Corp. and its subsidiary~~ ACP Crotona ~~Merger Sub~~ Corp., ~~companies~~a ~~affiliated~~Delaware ~~with~~corporation ~~Argo Infrastructure Partners, LP~~ (~~collectively,~~ “~~Argo~~Parent”), and ~~the~~ACP ~~staff of the New York State Public Service Commission (the “NYPSC”) filed a joint~~Crotona ~~proposal~~Merger ~~with~~Sub ~~the NYPSC~~Corp. ~~The joint proposal related to: (1) Corning Gas’ July 16~~, ~~2021 rate case (Case 21-G-0394) seeking~~ a ~~three-year~~ ~~rate plan; and (2) the Company’s April 30, 2021 verified joint petition (Case 21-G-0260) seeking approval, pursuant to Section 70 of the~~ New York ~~Public~~corporation ~~Service Law, for the proposed merger of ACP Crotona~~ (“Merger Sub ~~Corp~~”). ~~into~~Parent ~~the~~and ~~Company~~Merger ~~with~~Sub ~~Company as~~are ~~the~~affiliates ~~surviving corporation and wholly-owned subsidiary~~ of ~~ACP~~Argo ~~Crotona~~Infrastructure Partners ~~Corp.~~LP (~~the~~ “~~merger~~Argo”). Onand ~~June~~were ~~16,~~formed ~~2022,~~by ~~the NYPSC~~Argo ~~issued~~in an order ~~adopting~~to ~~the~~acquire ~~terms of~~ the ~~joint proposal, establishing the rate plan and approving the merger (the “order”)~~Company.

~~The~~Pursuant ~~order~~to ~~establishes~~the aMerger ~~three-year~~Agreement, ~~rate~~on ~~plan~~July ~~with~~6, ~~levelized~~2022 ~~increases of:~~ (1the “Effective Time”) ~~$1.7~~, ~~million~~the ~~for~~Company ~~the~~and ~~year~~Merger ~~ending~~Sub ~~June~~filed ~~30,~~a ~~2023;~~Certificate ~~(2) $1.8~~of ~~million~~Merger ~~for~~with the ~~year~~New ~~ending~~York ~~June~~State ~~30,~~Department ~~2024;~~of ~~and~~State (~~3) $1.7~~the “Certificate ~~million~~of ~~for~~Merger”) ~~the~~pursuant ~~year~~to ~~ending~~which ~~June~~Merger ~~30,~~Sub ~~2025.~~merged ~~The~~with ~~cumulative~~and ~~impact~~into of the ~~rate~~Company, ~~increases~~with isthe ~~approximately~~Company ~~$5.2~~surviving ~~million~~as ~~compared~~a towholly-owned ~~the rates~~subsidiary ~~that~~of ~~are~~Parent in(the ~~effect today~~“Merger”). ~~Under~~As a result of the ~~order~~Merger, ~~Corning~~in ~~Gas’~~accordance ~~earned~~with ~~return~~and onsubject ~~equity~~to ~~(“ROE”)~~the ~~would~~terms beof ~~9.25%.~~the AnMerger ~~earnings~~Agreement, ~~sharing~~shareholders ~~mechanism~~of ~~provides~~the ~~for~~Company ~~sharing~~have ~~between~~the ~~Corning~~right ~~Gas~~to ~~shareholders~~receive ~~and~~consideration ~~customers~~for oftheir shares in the ~~ROE~~following ~~above~~amounts ~~certain~~in ~~levels~~cash, without interest: (i) $24.75 ~~Under~~per ~~the~~share ~~earnings sharing~~of ~~mechanism~~common stock, ~~Corning~~less ~~Gas~~any isapplicable ~~permitted~~withholding totaxes ~~retain~~(the ~~all~~“Merger ~~earnings~~Consideration”); up(ii) $25 per toshare ~~and~~of ~~including~~Series aA ~~9.75%~~preferred ~~ROE level~~stock, ~~50%~~plus ofany ~~earnings~~unpaid ~~above~~dividends; 9(iii) $29.~~75% up~~70 toper ~~and~~share ~~including~~of ~~10.25%,~~Series ~~25%~~B ofpreferred ~~earnings~~stock, ~~above~~consisting of 10$24.~~25%~~90 upfor tothe ~~and~~Series ~~including~~B ~~10.75%,~~preferred stock liquidation preference and 10$4.0%80 for the conversion right of ~~earnings~~the ~~above~~holders ~~10.75%.~~of ~~The~~the ~~order~~Series ~~also~~B preferred ~~includes~~stock, ~~customary~~plus ~~operating,~~any ~~customer~~unpaid ~~service,~~dividends; ~~safety~~and (iv) $25 per share of Series C preferred stock, ~~and~~plus ~~other~~any ~~metrics~~unpaid ~~that~~dividends ~~Corning~~(subclauses ~~Gas~~(ii)-(iv), collectively, ~~must~~the ~~meet~~“Preferred Payment”).

The ~~order~~aggregate ~~also~~cash ~~approved~~Merger ~~the~~Consideration ~~proposed~~and ~~merger~~Preferred ~~with Argo. Pursuant to~~Payment ~~the order, among other matters Argo agreed~~ to: ~~(1) maintain~~be ~~the~~paid ~~board governance structure of the Company and Corning Gas, with at least one local independent board member; (2) keep Corning Gas’ headquarters~~ in the ~~company’s~~Merger ~~service area for at least five years; (3) not pass any costs of the merger through~~ to the ~~customers of Corning Gas; and (4) maintain a minimum common equity ratio (measured using a trailing thirteen-month average) of no less than 300 basis points below Corning Gas~~Company’s ~~current~~shareholders ~~common equity~~is ~~ratio~~approximately ~~used to set rates~~$99. ~~The Company and Argo plan to complete the merger on or about July~~ 6, ~~2022~~million.

~~This~~The ~~Current~~description ~~Report~~of onthe ~~Form~~Merger ~~8-K~~included ~~provides~~above ais ~~summary~~not ~~only~~complete and ofis ~~the~~qualified ~~order. The~~in ~~Company~~its ~~encourages~~entirety ~~interested~~by ~~parties~~reference to ~~read~~ the ~~full~~Merger ~~text~~Agreement, ofwhich ~~the~~was ~~order~~filed ~~and~~by ~~other~~the ~~filings,~~Company ~~which~~as ~~are~~Exhibit ~~available~~10.1 onto the ~~NYPSC~~Company’s ~~website~~Current atReport ~~www~~on Form 8-K dated January 12, 2021, and is incorporated by reference into this Item 2.~~DPS~~01.~~NY.gov.~~

2Item 3.03 Material Modification to Rights of Security Holders.

~~Safe~~The ~~Harbor~~information ~~Regarding~~included ~~Forward~~in Items 2.01 and 5.03 of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated by reference into this Item 3.03.

~~The~~Pursuant ~~Company is including the following cautionary statement in this release~~ to ~~make applicable, and to take advantage of,~~ the ~~safe~~terms ~~harbor provisions~~ of the ~~Private~~Merger ~~Securities Litigation Reform Act of 1995 for any forward-looking statements made by~~Agreement, orat onthe ~~behalf of, Corning Natural Gas Holding Corporation. Forward-looking statements are all~~Effective ~~statements other than statements of historical fact~~Time, ~~including, without limitation, those that are identified by~~ the ~~use~~shares of the words “anticipates,” “estimates,” “expects” “intends,” “plans,” “predicts,” “believes,” “may,” “will” and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company’s ~~business~~common ~~generally~~stock ~~include,~~outstanding ~~but~~immediately ~~are~~prior ~~not limited~~ to the ~~Company’s~~Effective ~~ability~~Time towere ~~complete~~converted into the ~~proposed~~right ~~merger; any event, change or circumstance that might give rise~~ to ~~the~~receive ~~termination of~~ the ~~merger~~Merger ~~agreement; the effect of the announcement of the proposed transaction on the Company’s relationships with its customers~~Consideration, ~~operating results~~ and ~~business generally;~~ the ~~risk that~~shares ~~the proposed transaction will not be consummated in a timely manner; the ability~~ of the Company ~~to obtain regulatory approval of the proposed transaction; the Company~~’s ~~continued~~Series ~~ability to make dividend payments; the Company’s ability to implement its business plan~~A, ~~grow~~B ~~earnings~~ and ~~improve~~C ~~returns~~preferred onstock ~~investment;~~outstanding ~~fluctuating~~immediately ~~energy commodity prices; the possibility that regulators may~~prior ~~not permit the Company~~ to ~~pass through all of its increased costs to its customers; changes in~~ the ~~utility~~Effective ~~regulatory~~Time ~~environment;~~were ~~wholesale and~~converted ~~retail~~into ~~competition;~~ the ~~Company’s~~right ~~ability~~ to ~~satisfy~~receive ~~its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond~~ the ~~Company’s~~Preferred control; the risk factors and cautionary statements made in the Company’s public filings with the Securities and Exchange Commission (the “SEC”); and other factors that the Company is currently unable to identify or quantify, but may exist in the futurePayment. The ~~Company~~holders ~~expressly~~of ~~undertakes no~~these ~~obligation~~shares toceased ~~update or revise any forward-looking statement contained herein~~ to ~~reflect~~have any ~~change~~rights as in the Company’s ~~expectations with~~shareholders ~~regard~~other ~~thereto~~than ~~or any change in events, conditions or circumstances on which any such statement is based. Additional factors that may affect~~ the ~~future~~right ~~results~~to ofreceive the ~~Company~~Merger ~~are~~Consideration ~~set forth in its filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2021~~ and ~~recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with~~ the ~~SEC,~~Preferred ~~which are available on the SEC’s website at www~~Payment.~~SEC.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.~~

3Item 5.01 Changes in Control of Registrant.

~~SIGNATURE~~The information included Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~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 thereunto duly authorized.~~2

Dated: June 17, 2022		Corning Natural Gas Holding Corporation
		/s/ Charles A. Lenns
		By Charles A. Lenns
		Chief Financial Officer

As a result of the consummation of the Merger, a change in control of the Company occurred. Following the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent.

4The source of the funds for the Merger Consideration was equity contribution by investment funds affiliated with Argo.

At the Effective Time, in accordance with the terms of the Merger Agreement (and not because of any disagreement with the Company), the current directors of the Company, other than Michael I. German, ceased to be directors, and Hugh Au, Joe Fontana, Richard Klapow, Mike Madia, Denise Nelson and Fi Sarhangi joined Mr. German on the board and became directors of the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information regarding the replacement of directors included under Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, in accordance with the terms of the Certificate of Merger, the Company’s certificate of incorporation was amended to revise the Company’s authorized capital stock and delete provisions relating to the vote of shareholders required to approve certain matters.

The Certificate of Merger is filed as Exhibits 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

In connection with the closing of the Merger as discussed in Item 2.01 above, the Company issued a press release on July 6, 2022.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1	Certificate of Merger of Corning Natural Gas Holding Corporation and ACP Crotona Merger Sub Corp. dated July 6, 2022
10.1	Agreement and Plan of Merger, dated as of January 12, 2021, by and among Corning Natural Gas Holding Corporation, ACP Crotona Corp., and ACP Crotona Merger Sub Corp. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated January 12, 2021)
99.1	Press Release of Corning Natural Gas Holding Corporation dated July 6, 2022

SIGNATURE

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 thereunto duly authorized.

Dated: July 6, 2022	Corning Natural Gas Holding Corporation

	/s/ Charles A. Lenns
	By Charles A. Lenns
	Chief Financial Officer

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