UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 27, 2023, a wholly owned subsidiary of the Company, Driftwood LNG LLC (“Driftwood LNG”), entered into a second amendment (the “Second Gunvor Amendment”) to the previously announced LNG Sale and Purchase Agreement (as amended, the “LNG SPA”) with Gunvor Singapore Pte Ltd, a company incorporated in Singapore (“Gunvor”), dated May 27, 2021, which was previously amended on December 30, 2022. The Second Gunvor Amendment amended the LNG SPA such that:
| · | the conditions precedent deadline of January 31, 2023 has been changed to February 28, 2023; and |
| · | the end date for the period during which Driftwood LNG must provide Gunvor with five days’ prior written notice of the date that all of the conditions precedent are satisfied has been changed from January 31, 2023 to February 28, 2023. |
The foregoing description of the Second Gunvor Amendment is not complete and is qualified in its entirety by reference to the full text of the Second Gunvor Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2 of LNG Sale and Purchase Agreement, effective as of January 27, 2023, by and between Driftwood LNG LLC and Gunvor Singapore Pte Ltd | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (included as Exhibit 101) |
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.
| TELLURIAN INC. | ||
| Date: January 27, 2023 | By: | /s/ L. Kian Granmayeh |
| Name: | L. Kian Granmayeh | |
| Title: | Executive Vice President and Chief Financial Officer | |