UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~September 1619, 2022

EXECUTIVE NETWORK PARTNERING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-39521

85-1669324

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

137 Newbury Street, 7th Floor Boston, Massachusetts		02116
137 Newbury Street, 7th FloorBoston, Massachusetts	02116
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

Registrant’s telephone number, including area code: (857) 362-9205

Not Applicable

(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 to 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
CAPS^™, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	ENPC.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	ENPC	The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	ENPC WS	The New 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. ☐

Item 87.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

On ~~May~~September 1619, 2022, ~~Granite~~Executive ~~Ridge~~Network ~~Resources,~~Partnering ~~Inc.~~Corporation (“~~Granite Ridge~~ENPC”) orissued ~~“Parent”),~~a ~~filed~~joint ~~with~~press ~~the~~release ~~Securities~~with ~~and~~Grey ~~Exchange~~Rock ~~Commission~~Investment Partners (“~~SEC~~Grey Rock”) presenting a ~~registration~~summary ~~statement~~of onselected ~~Form~~unaudited ~~S-4~~pro ~~that~~forma ~~includes~~condensed acombined ~~preliminary~~operating ~~proxy~~and ~~statement/prospectus~~financial ~~relating~~results tofor the ~~proposed~~six ~~business~~months ~~combination~~ended ~~(the~~June 30, ~~“Business~~2022 ~~Combination”)~~and 2021, ~~among~~respectively, ~~Executive~~for ~~Network~~Grey ~~Partnering~~Rock ~~Corporation~~Energy Fund III-A, aLP, ~~Delaware~~Grey ~~corporation~~Rock ~~(“ENPC”)~~Energy Fund III-B, ~~GREP~~LP, Grey Rock Energy Fund III-B Holdings, ~~LLC~~LP, aGrey ~~Delaware~~Rock ~~limited~~Energy ~~liability~~Fund ~~company~~II, L.P., Grey Rock Energy Fund II-B, LP, Grey Rock Energy Fund II-B Holdings, L.P., and Grey Rock Energy Fund, LP (collectively the “~~GREP~~Grey Rock Funds”), the assets of which, together with cash remaining in ENPC’s trust account following any stockholder redemptions, will constitute the assets of Granite Ridge Resources, ~~and~~Inc. (“Granite Ridge”), the ~~other~~combined ~~parties~~company tofollowing the ~~Business~~consummation ~~Combination~~of ~~Agreement,~~ENPC’s ~~dated~~proposed ~~May 16,~~business ~~2022~~combination (the “Business Combination ~~Agreement~~”) with the Grey Rock Funds. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information and Where to Find It

In connection with the Business Combination by and among the Grey Rock Funds and ENPC, Granite Ridge ~~has~~and ENPC have filed a registration statement on Form S-4 (~~File No. 333-264986) (~~as may be amended from time to time, the “Registration Statement”) that includes a preliminary proxy statement/prospectus of ENPC and a preliminary prospectus of Granite Ridge, and after the Registration Statement is declared effective, ENPC will mail a definitive proxy statement/prospectus ~~and other relevant documents~~ relating to the Business Combination to ENPC’s stockholders. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the Securities and Exchange Commission (“SEC”), ~~contains~~will contain important information about the Business Combination and the other matters to be voted upon at a meeting of ENPC’s stockholders to be held to approve the Business Combination (and related matters). This Current Report does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. ~~Granite~~ENPC ~~Ridge~~ and ~~ENPC~~Granite Ridge may also file other documents with the SEC regarding the Business Combination. ENPC stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about ENPC, ~~GREP,~~ Granite Ridge, Grey Rock and the Business Combination.

When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to ENPC stockholders as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed or that will be filed with the SEC, free of charge, by ENPC and Granite Ridge through the website maintained by the SEC at www.sec.gov, or by directing a request to ~~Executive Network Partnering Corporation~~ENPC, 137 Newbury Street, ~~7th~~17th Floor, Boston, ~~MA,~~Massachusetts 02116.

Participants in the Solicitation

ENPC, Granite Ridge, ~~GREP~~Grey Rock and their respective directors, ~~executive~~ officers and ~~other~~related ~~members~~persons ~~of their management and employees, under SEC rules,~~ may be deemed ~~to be~~ participants in the solicitation of proxies of ENPC stockholders in connection with the ~~proposed~~Business ~~transaction~~Combination. ~~Investors~~ENPC stockholders and ~~securityholders~~other interested persons may obtain, without charge, more detailed information regarding the ~~names,~~directors ~~affiliations~~and officers of ENPC, and a description of their interests in the preliminary proxy statement/prospectus of ~~ENPC’s~~Granite ~~directors~~Ridge ~~and~~filed ~~officers~~with the SEC on May 16, 2022, in ~~its~~ENPC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 30, 2022 and is available free of charge at the SEC’s ~~web~~website ~~site~~ at www.sec.gov, and in ENPC’s subsequent filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ENPC’s stockholders in connection with the ~~proposed~~Business ~~transaction~~Combination ~~will~~and other matters to be voted upon at the special meeting of the stockholders of ENPC is set forth in the ~~proxy~~Registration ~~statement/prospectus~~Statement for the ~~proposed~~Business ~~transaction~~Combination. ~~when~~Additional ~~available~~information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination is included in the Registration Statement. You may obtain free copies of these documents as described in the preceding paragraph.

Forward Looking Statements

This Current Report includes certain statements that may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. ~~Statements~~Forward-looking ~~contained~~statements ininclude, ~~this~~but ~~Current~~are ~~Report~~not limited to, statements that ~~reflect~~refer ~~our~~to ~~current~~projections, ~~views~~forecasts ~~with~~or ~~respect~~other tocharacterizations of future events ~~and~~or ~~financial~~circumstances, ~~performance~~including any underlying assumptions. The words “anticipate,” ~~business~~“believe,” ~~strategies~~“continue,” ~~expectations~~“could,” ~~for~~“estimate,” ~~our~~“expect,” ~~business~~“forecast,” “intends,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and ~~the~~other ~~timing~~similar words and ~~ability~~expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report may include, for usexample, statements about the future financial performance of Granite Ridge following the Business Combination; the timing and ability to complete the Business Combination; changes in the Grey Rock Funds’ or Granite Ridge’s strategy, future operations (including operations by the operators drilling the assets of the Grey Rock Funds or Granite Ridge), financial position, estimated revenues and ~~any~~losses, ~~other~~projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this Current Report, and current expectations, forecasts and assumptions, and involve a ~~future~~number orof judgments, risks and uncertainties. Accordingly, forward-looking ~~nature~~statements should not be relied upon as representing the Grey Rock Funds’, ~~constitute~~ENPC’s “or Granite Ridge’s views as of any subsequent date, and none of the Grey Rock Funds, ENPC or Granite Ridge undertakes any obligation to update forward-looking statements” ~~for~~to reflect events or circumstances after the ~~purposes~~date they were made, whether as a result of ~~federal~~new information, future events or otherwise, except as may be required under applicable securities laws. ~~These~~You should not place undue reliance on these forward-looking statements. ~~include~~As a result of a number of known and unknown risks and uncertainties, the Grey Rock Funds’ and Granite Ridge’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. ~~about~~Some factors that could cause actual results to differ include: (i) the ~~parties~~timing to complete the Business Combination; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements relating to the Business Combination; (iii) the outcome of any legal proceedings that may be instituted against ENPC, the Grey Rock Funds, Granite Ridge or others following announcement or closing of the Business Combination; (iv) the inability to complete the Business Combination due to the failure to obtain the approval of ENPC stockholders; (v) Granite Ridge’s success in retaining or recruiting, or changes required with regards to, its officers, key employees or directors following the Business Combination; (vi) Granite Ridge’s ability to ~~close~~obtain the listing of its common stock and warrants on the New York Stock Exchange following the Business Combination,; (vii) the risk that the Business Combination disrupts current plans and operations of the Grey Rock Funds as a result of the announcement and consummation of the Business Combination; (viii) the ability to recognize the anticipated benefits of the Business Combination,; (ix) unexpected costs related to the ~~financial~~Business ~~conditions,~~Combination; ~~results~~(x) the amount of ~~operations,~~any ~~earnings~~redemptions ~~outlook~~by ENPC’s public stockholders being greater than expected; (xi) the management and ~~prospects~~board composition of Granite Ridge following the Business Combination; (xii) limited liquidity and trading of Granite Ridge’s securities; (xiii) the use of proceeds not held in ENPC’s trust account or available from interest income on the trust account balance; (xiv) geopolitical risk and changes in applicable laws or regulations; (xv) the possibility that the Grey Rock Funds, ~~Parent~~ENPC or Granite Ridge may be adversely affected by other economic, business, and/or ~~GREP~~competitive factors; (xvi) operational risk; (xvii) the possibility that the COVID-19 pandemic, or another major disease, disrupts the Grey Rock Funds’ business; (xviii) litigation and ~~may~~regulatory ~~include~~enforcement ~~statements~~risks, ~~for~~including the ~~period~~diversion ~~following~~of management time and attention and the additional costs and demands on the Grey Rock Funds’ resources; and (xix) the risks that the consummation of the Business Combination is substantially delayed or does not occur.

InNo ~~addition,~~Offer ~~any statements that refer to projections, forecasts~~ or ~~other~~Solicitation characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about the benefits of the Business Combination and the future financial performance of ENPC, Parent or GREP following the Business Combination.

~~The~~This ~~forward-looking statements contained in this~~ Current Report ~~are~~relates ~~based~~to onthe ~~our~~Business ~~current~~Combination ~~expectations~~by and ~~beliefs~~among ~~concerning~~the ~~future~~Grey ~~developments~~Rock ~~and~~Funds ~~their potential effects on us~~ and~~/or~~ ~~Parent~~ENPC. WeThis ~~cannot~~document ~~assure~~does ~~you~~not ~~that~~constitute ~~future~~an ~~developments~~offer ~~affecting~~to ussell ~~and/~~or ~~Parent will be those that we have anticipated. These forward-looking statements involve a number of risks~~exchange, ~~uncertainties~~ or ~~other~~the ~~assumptions~~solicitation ~~that~~of ~~may~~an ~~cause~~offer ~~actual results or performance~~ to bebuy ~~materially different from those expressed~~ or ~~implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize~~exchange, ~~or should~~ any ~~of our~~securities, ~~Parent’s~~nor ~~and/or~~shall ~~GREP’s~~there ~~assumptions~~be ~~prove~~any ~~incorrect,~~sale ~~actual~~of ~~results~~securities ~~may vary~~ in ~~material~~any ~~respects~~jurisdiction ~~from those projected~~ in ~~these~~which ~~forward-looking~~such ~~statements. Some factors that could cause actual results to differ include~~offer, ~~but~~sale ~~are not limited to: the timing to complete the Transactions; the occurrence of any event, change~~ or ~~other~~exchange ~~circumstances~~would ~~that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may~~ be ~~instituted~~unlawful ~~against~~prior ~~us, Parent, GREP and others following announcement of the Business Combination Agreement and transactions contemplated therein; the inability~~ to ~~complete~~registration ~~the Business Combination due to the failure to obtain our stockholders’ approval; our success in retaining~~ or ~~recruiting,~~qualification orunder ~~changes required in, our officers, key employees or directors following~~ the ~~Business~~securities ~~Combination;~~laws ~~Parent’s ability to obtain the listing~~ of ~~its~~any ~~common~~such ~~stock~~jurisdiction. ~~and~~No ~~warrants~~offer ~~on NYSE following the Business Combination; the risk that the proposed Business Combination disrupts current plans and operations~~ of GREP as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination; unexpected costs related to the proposed Business Combination; the management and board composition of Parent following the proposed Business Combination; limited liquidity and trading of Parent’s securities; ~~the~~shall use of proceeds not held in the Trust Account or available from interest income on the Trust Account balance; geopolitical risk and changes in applicable laws or regulations; the possibility that GREP, Parent or ENPC may be ~~adversely~~made ~~affected~~except by ~~other~~means ~~economic,~~of ~~business,~~a ~~and/or~~prospectus ~~competitive~~meeting ~~factors; operational risk;~~ the ~~possibility~~requirements ~~that the COVID-19 pandemic, or another major disease, disrupts GREP’s business; litigation and regulatory enforcement risks, including the diversion~~ of ~~management~~Section 10 ~~time and attention and the additional costs and demands on GREP’s resources; and the risks that the consummation~~ of the ~~Business~~Securities ~~Combination is substantially delayed or does not occur~~Act.

~~The~~Item ~~foregoing list of factors is not exclusive~~9.01 ~~You~~Financial ~~should~~Statements ~~not place undue reliance upon any forward-looking statements, which speak only as of the date made. ENPC, Parent,~~ and GREP do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is basedExhibits.

~~Disclaimer~~(d) Exhibits

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.


Exhibit Number		Description

99.1		Press Release, dated September 19, 2022.

104		Cover Page Interactive Data file (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Dated: ~~May~~September 1619, 2022


EXECUTIVE NETWORK PARTNERING CORPORATION

By:		/s/ Alex J. Dunn
Name:		Alex J. Dunn
Title:		Chief Executive Officer

Filing Compare · Executive Network Partnering Corp