UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 8.01 | Other Events. |
Historical Financial Statements
On or about the date of this Current Report on Form 8-K, Sitio Royalties Corp. (the “Company”) intends to file a Registration Statement on Form S-3 (the “Registration Statement”) relating to the proposed offer and sale, from time to time, in one or more offerings, by certain selling stockholders of the Company of up to 70,478,065 of shares of its Class A common stock, par value $0.0001 per share. This Current Report on Form 8-K provides the following historical financial statements, which, in each case, are being filed on this Current Report on Form 8-K for the purposes of incorporation by reference into the Registration Statement:
| • | Audited financial statements of Rock Ridge Royalty Company LLC as of and for the years ended December 31, 2020 and 2019, and the related notes to the financial statements, attached as Exhibit 99.1 hereto, which are incorporated into this Item 8.01 be reference. |
| • | Unaudited condensed financial statements of Rock Ridge Royalty Company LLC as of and for the three months ended March 31, 2021 and 2020, and the related notes to the financial statements, attached as Exhibit 99.2 hereto, which are incorporated into this Item 8.01 be reference. |
| • | Statement of revenues and direct expenses of the Source Acquisition for the year ended December 31, 2020, and the related notes to the statement of revenues and direct expenses, attached as Exhibit 99.3 hereto, which are incorporated into this Item 8.01 be reference. |
| • | Statement of revenues and direct expenses of the Source Acquisition for the six months ended June 30, 2021, and the related notes to the statement of revenues and direct expenses, attached as Exhibit 99.4 hereto, which are incorporated into this Item 8.01 be reference. |
The historical financial statements of Rock Ridge Royalty Company LLC are consistent with the historical financial statements of Rock Ridge Royalty Company LLC filed on the Proxy Statement on Schedule 14A, filed by Sitio Royalties Corp. (the “Company”) on May 5, 2022 (the “Proxy Statement”), and the statement of revenues and direct expenses of the Source Acquisition are consistent with the statement of revenues and direct expenses of the Source Acquisition filed on the Proxy Statement
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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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 thereunto duly authorized.
Dated: July 15, 2022
| SITIO ROYALTIES CORP. | ||
| By: | /s/ Brett S. Riesenfeld | |
| Brett S. Riesenfeld | ||
| Executive Vice President, General Counsel and Secretary | ||
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