---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-024734"
form_type: "8-K"
ticker: "BATL"
cik: "0001282648"
company_name: "BATTALION OIL CORP"
filed_at: "2024-02-16T23:59:59+00:00"
generated_at: "2026-06-06T00:05:17.216274+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Battalion amends merger with Fury; Fury missed funding deadline, deposit obligation removed

## Summary
- Fury failed to deposit $15M and deliver $100M financing docs by Feb 15 deadline.
- Company termination fee reduced from $3.5M to $0 unless Fury completes full escrow funding.
- Company's right to terminate for failure to fund removed; company can terminate if no $200M financing proof by Apr 10.
- If company terminates early, it may not enforce limited guarantee from Abraham Mirman for closing failure fee.
- Interim operating covenants for Battalion deleted entirely.

## SEC filing metadata
- accession: 0001104659-24-024734
- form_type: 8-K
- ticker: BATL
- cik: 0001282648
- company_name: BATTALION OIL CORP
- filed_at: 2024-02-16T23:59:59+00:00
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1282648/000110465924024734/0001104659-24-024734-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1282648/000110465924024734/tm246509d1_8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-024734
- JSON: https://secwatch.observer/filing/0001104659-24-024734.json
- Plain text: https://secwatch.observer/filing/0001104659-24-024734.txt

## Key facts
- Material Agreements
  BATTALION OIL CORP amended Third Amendment to Merger Agreement with Fury Resources, Inc. valued at Modified terms: reduced Company Termination Fee to $0 (increases to $3,500,000 if Full Escrow Fundin (effective 2024-02-16).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Fury Resources, Inc.
  - Value: Modified terms: reduced Company Termination Fee to $0 (increases to $3,500,000 if Full Escrow Fundin
  - Effective: 2024-02-16
  source text: On February 16, 2024, Battalion Oil Corporation, a Delaware corporation (the “ Company ” or “ we ”), Fury Resources, Inc., a Delaware corporation (“ Parent ”), and San Jacinto Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“ Merger Sub ”), entered into a Third Amendment (the “ Third Amendment ”) to the Agreement and Plan of Merger, dated as of December 14, 2023 (the “ Merger Agreement ”), by and among the Company, Parent and Merger Sub, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 24, 2024 (the “ First Amendment ”), and the Second Amendment to the Agreement and Plan of Merger, dated as of February 6, 2024 (the “ Second Amendment ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1282648/000110465924024734/0001104659-24-024734-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.