UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
 (Amendment No. 3)
 

EMPIRE PETROLEUM CORPORATION
(Name of Issuer)
 

Common Stock, par value $0.001 per share
(Title of Class of Securities)
 

292034 30 3
(CUSIP Number)
 

Sterling Mulacek, Director

Energy Evolution Master Fund, Ltd.

25025 Interstate 45 North, STE 420

The Woodlands TX, 77380

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 

November 29, 2023
(Date of Event which Requires Filing of this Statement)
 
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.)
 
 
CUSIP NO. 292034 30 3
 13D
Page 2 of 9 pages
 
 
1
NAMES OF REPORTING PERSONS
 
 

Energy Evolution Master Fund, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 

WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 

Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 

9,925,815
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 

9,925,815
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 

9,925,815
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☒
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
31.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 

 
CUSIP NO. 292034 30 3
 13D
Page 3 of 9 pages

 
 
 
This Schedule 13D (Amendment No. 3) amends and restates in its entirety the Schedule 13D that was originally filed on June 24, 2021, as amended by Amendment No. 1 thereto filed on October 12, 2021, and Amendment No. 2 thereto filed on January 10, 2022. All pricing and share references give effect to and reflect the 1-for-4 reverse common stock split effective March 7, 2022.


 
 
ITEM 1.  SECURITY AND ISSUER
 

The securities to which this Schedule 13D relates are shares of common stock, par value $0.001 per share (“Common Stock”), of Empire Petroleum Corporation (the “Company”).

 

The address of the Company’s principal executive office is 2200 S. Utica Place, Suite 150, Tulsa, OK 74114.

 

 


ITEM 2.  IDENTITY AND BACKGROUND

 

The business address of Energy Evolution Master Fund, Ltd. is 25025 I-45 North, Suite 420, The Woodlands, Texas 77380.

 

Energy Evolution Master Fund, Ltd. (such fund and its affiliates, “EEF”) is an investment fund organized in the Cayman Islands that focuses on investing in oil and gas assets as well as companies transitioning to a low-carbon and alternative energy economy.

 

EEF has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

 

EEF has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding, been subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Information with respect to each director and executive officer (the “Listed Persons”) required by Item 2 is set forth on Schedule I and incorporated by reference herein.

 

 

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 

On August 6, 2020, Petroleum Independent & Exploration LLC, a Nevada limited liability company (“PIE”), partially assigned to EEF warrants so EEF had the right to purchase (a) up to 25,000 shares of Common Stock at an exercise price of $0.40 per share (the “Assigned PIE-3 Warrant”), and (b) 63,750 shares of Common Stock at an exercise price of $0.564 per share (the “Assigned PIE-4 Warrant”). On March 11, 2021, EEF exercised the Assigned PIE-3 Warrant and the Assigned PIE-4 Warrant in full for an aggregate exercise price of $45,955. EEF funded the exercise prices of these warrants using its working capital.

 

On or about March 30, 2021, the Company closed an offering of shares of its Common Stock along with warrants to purchase shares of Common Stock. In connection with such offering, on or about March 24, 2021, EEF purchased 75,000 shares of Common Stock and a warrant to purchase up to 75,000 shares of Common Stock at an exercise price of $2.00 per share (the “EEF Warrant-1”) for an aggregate purchase price of $105,000. The purchase price was funded using EEF’s working capital. On or about March 30, 2021, Phil E. Mulacek assigned a warrant to EEF to purchase up to 150,000 shares of Common Stock at an exercise price of $2.00 per share (the “EEF Warrant-2”). On or about May 14, 2021, EEF exercised the EEF Warrant-1 and EEF Warrant-2 in full for an aggregate exercise price of $450,000. Such exercise prices were funded using EEF’s working capital.