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): ~~January~~February 816, 2024

Evolve Transition Infrastructure LP

(Exact name of registrant as specified in its charter)


Delaware	001-33147	11-3742489
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1360 Post Oak Blvd, Suite 2400
Houston, TX			77056
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (713) 783-8000

(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 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
Common Units representing limited partner interests	SNMP	NYSE American

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 35.0102 ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

On ~~January~~February 816, 2024, ~~Evolve Transition Infrastructure GP LLC~~ (the “~~General~~Closing ~~Partner~~Date”), ~~the~~in ~~general~~connection ~~partner~~with ~~of Evolve Transition Infrastructure LP (~~the ~~“Partnership”),~~LCR ~~elected~~Exercise ~~to exercise its right~~ (as ~~the~~defined ~~holder (together with its controlled affiliates~~below), ofRichard ~~more~~S. ~~than~~Langdon ~~80% of the outstanding Common Units~~ and ~~pursuant~~Steven ~~to Section 15~~E.1 ofMeisel ~~the~~stepped ~~Partnership’s~~down ~~Third~~from ~~Amended~~their ~~and~~roles ~~Restated~~as ~~Agreement~~members of ~~Limited Partnership, as amended (~~the ~~“Partnership~~Board ~~Agreement”) to purchase all~~ of ~~the~~Directors issued and outstanding common units representing limited partner interests in the Partnership (“Common Units”) not already owned by the General Partner or its controlled affiliates for a cash purchase price, determined pursuant to the contractual formula set forth in Section 15.1(b) of ~~the~~Evolve ~~Partnership~~Transition ~~Agreement,~~Infrastructure ofGP ~~$1.389285~~LLC ~~per unit~~ (the “~~Purchase Right”). As a result of the purchase, the~~ General Partner and its affiliates will own, directly or indirectly 100% of the Partnership’s Common Units and there will no longer be a public market for the Common Units. Therefore, the Partnership intends to withdraw voluntarily its Common Units from listing on the New York Stock Exchange and from registration on the NYSE American under Section 12(b”) of ~~the~~Evolve ~~Securities~~Transition ~~Exchange~~Infrastructure ~~Act~~LP ~~of 1934, as amended~~ (the “~~Exchange Act~~Partnership”) and to file a Form 25 with the Securities and Exchange Commission (the “SEC”) to withdraw voluntarily the Common Units from listing on the NYSE American and from registration on the NYSE American under Section 12(b) of the Exchange Act. ~~The Partnership expects that the Common Units will continue to be listed through February 16, 2024 and will no longer be listed on February 19, 2024.~~

Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

On ~~January~~the 8,Closing ~~2024~~Date, the General Partner completed the purchase of all outstanding common units representing limited partner interests in the Partnership ~~issued~~(the a“Common ~~press~~Units”) ~~release~~(other ~~announcing~~than ~~that,~~Common onUnits ~~such~~held ~~date,~~by the General Partner ~~has~~or ~~elected~~its controlled affiliates) pursuant to the previously announced exercise of the ~~Purchase~~limited ~~Right~~call right (the “LCR Exercise”) provided for in Section 15.1 ~~The~~of ~~press~~the ~~release~~Partnership’s isThird ~~furnished~~Amended and Restated Agreement of Limited Partnership, as ~~Exhibit~~amended 99(the “Partnership Agreement”).1 toAs ~~this~~a ~~Current~~result ~~Report~~of onof ~~Form~~the ~~8-K~~LCR Exercise, the General Partner and ~~incorporated~~its ~~herein~~controlled byaffiliates ~~reference~~own all of the economic interests of the Partnership and are entitled to all of the benefits resulting from those interests.

~~The~~Trading ~~information~~of ~~under~~the ~~this~~Common ~~Item~~Units ~~7.01~~was ~~and~~suspended inas ~~Exhibit~~of ~~99.1~~the inopen ~~this~~of ~~Current~~trading ~~Report~~ on ~~Form~~the ~~8-K~~NYSE isAmerican ~~being~~on ~~furnished~~February ~~and~~16, ~~shall~~2024. ~~not~~On bethe ~~deemed~~Closing ~~“filed”~~Date, ~~for~~ the ~~purpose~~NYSE ofAmerican ~~Section~~filed 18a ofForm 25 with the Securities and Exchange ~~Act~~Commission of(the ~~1934,~~“SEC”) asto ~~amended,~~withdraw orthe ~~otherwise~~Common ~~subject~~Units tofrom ~~the~~listing ~~liabilities~~on ofthe ~~that~~NYSE ~~Section.~~American ~~The~~and ~~information~~from registration under ~~this~~Section ~~Item~~12(b) ~~7.01~~of ~~and~~the inExchange ~~Exhibit 99~~Act.1 inThe ~~this~~Partnership ~~Current~~intends ~~Report~~to onfile a Form ~~8-K~~15 ~~shall~~with ~~not~~the beSEC ~~incorporated~~on byFebruary ~~reference~~26, ~~into~~2024 ~~any~~requesting ~~registration~~that ~~statement~~the orreporting ~~other~~obligations ~~document~~of ~~pursuant~~the toPartnership ~~the~~under ~~Securities~~Sections ~~Act~~13(a) and 15(d) of ~~1933,~~the asExchange ~~amended~~Act be suspended.

Item 9.01 Financial Statements and Exhibits

Exhibit No.			Description
99.1			Press Release dated January 8, 2024.
104			Cover Page Interactive Data File (formatted as Inline XBRL).

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.

	EVOLVE TRANSITION INFRASTRUCTURE LP
	By:	Evolve Transition Infrastructure GP LLC,its general partner
Date: January 8, 2024	By:	/s/ Charles C. Ward
Date: February 16, 2024	By:	/s/ Charles C. Ward
		Charles C. Ward
		Interim Chief Executive Officer, Chief Financial Officer and Secretary

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