UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~December 2730, 2024 (December 18, 2024)

OFFSHORE PETROLEUM INVESTMENT PARTNERSHIP

(Exact name of registrant as specified in its charter)

Delaware	0-13546	41-1464066
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2000 W. Sam Houston Pkwy. S., Suite 200

Houston, Texas 77042-3643

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 296-6000

Apache Offshore Investment Partnership		2000 Post Oak Boulevard, Suite 100Houston, Texas 77056-4400
(Former name, if changed since last report.)		(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: None

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 8.01 Other Events.

OnSale ~~September 27, 2024 (the Filing Date), Apache Offshore Investment Partnership, a Delaware general partnership (the Partnership), filed a Restatement~~ of Statement of Partnership Existence of the Partnership (the Restatement) with the Secretary of State of the State of Delaware (the Secretary of State) for the sole purpose of changing the name of the Partnership to “Offshore Petroleum ~~Investment~~Limited Partnership,” effective as of the Filing Date. A Certificate of Amendment to the Statement of Dissolution of the Partnership (the Certificate of Amendment) was subsequently filed with the Secretary of State on, and effective as of, the Filing Date for the sole purpose of disclosing the Partnership’s name change.

~~The~~On ~~foregoing~~December 18, ~~descriptions~~2024 of(the “Effective Date”), Offshore Petroleum Investment Partnership, a Delaware general partnership (the ~~Restatement~~“Investment ~~and~~Partnership”), entered into an Equity Purchase Agreement (the ~~Certificate~~“Purchase ofAgreement”) ~~Amendment~~with doCV ~~not~~Energy ~~purport~~Corporation to(the be“Purchaser”), ~~complete~~a Delaware corporation and ~~are~~a ~~subject~~direct, towholly owned subsidiary of Apache Corporation, ~~and~~a ~~qualified~~Delaware incorporation ~~their~~(“Apache”). ~~entirety~~Pursuant byto the Purchase Agreement, on the ~~full~~Effective ~~text~~Date, the Purchaser acquired from the Investment Partnership 100% of the ~~documents~~limited ~~filed~~partnership asinterest ~~Exhibits~~(the ~~4.1~~“Partnership ~~and~~Interest”) ~~4.2,~~in ~~respectively~~Offshore Petroleum Limited Partnership, ~~hereto~~a Delaware limited partnership (the “Operating Partnership”), ~~which~~on ~~are~~the ~~incorporated~~terms ~~herein~~and subject to the conditions set forth in the Purchase Agreement. Upon consummation of the transaction contemplated by ~~reference~~the Purchase Agreement, the Operating Partnership became an indirect, wholly owned subsidiary of Apache.

~~Item~~Liquidation ~~9.01~~and ~~Financial~~Cancellation ~~Statements~~of ~~and~~Offshore ~~Exhibits.~~Petroleum Investment Partnership

In accordance with the Plan of Dissolution and Liquidation of the Investment Partnership, dated effective February 20, 2024 (as amended, the “Plan of Dissolution”), Apache, as the liquidation manager (the “Liquidation Manager”) named in the Plan of Dissolution, was responsible for the winding-up and liquidation of the business and affairs of the Investment Partnership (the “Liquidation”). On the Effective Date, upon consummation of the transaction contemplated by the Purchase Agreement, Apache, in its capacity as the Liquidation Manager, completed the Liquidation of the Investment Partnership in accordance with the Plan of Dissolution. In light of the fact that, under the Purchase Agreement, no cash consideration was paid to the Investment Partnership in respect of the Partnership Interest, no liquidating distributions were paid to the Investing Partners (as defined in the Partnership Agreement of the Investment Partnership, dated October 31, 1983, as amended) under the Plan of Dissolution.

Following the Liquidation, on December 27, 2024, the Investment Partnership filed a Statement of Cancellation with the Secretary of State of the State of Delaware. Upon acceptance of the Statement of Cancellation by the Secretary of State of the State of Delaware, the legal existence of the Investment Partnership was cancelled under the Delaware Revised Uniform Partnership Act.

A copy of the Statement of Cancellation is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
Exhibit No.		Description
4.1		Restatement of Statement of Partnership Existence, dated September 27, 2024.
99.1		Statement of Cancellation.
4.2		Certificate of Amendment to the Statement of Dissolution, dated September 27, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

		OFFSHORE PETROLEUM INVESTMENT PARTNERSHIP
Date: December 30, 2024	OFFSHORE PETROLEUM INVESTMENT PARTNERSHIP
	By:	~~By:~~APACHE CORPORATION, its Managing Partner	~~Apache Corporation, Managing Partner~~
Date: September 30, 2024		By:	/s/ Rebecca A. Hoyt
	By:	/s/ Rebecca A. Hoyt
	Name:	~~Name:~~Rebecca A. Hoyt	~~Rebecca A. Hoyt~~
	Title:	~~Title:~~Senior Vice President, Chief Accounting Officer, andController	~~Senior Vice President, Chief Accounting Officerand Controller~~

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