Core Natural Resources, Inc 8-K/A, filed Feb 18, 2025
Core Natural Resources, Inc. (CNR)
About this 8-K/A
Core Natural Resources, Inc filed this 8-K/A on February 18, 2025, reporting on events of January 13, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
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Explanatory Note
On January 15, 2025, Core Natural Resources, Inc. (formerly known as CONSOL Energy Inc.), a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Form 8-K”) to report that, on January 14, 2025, the Company had completed its previously announced merger of equals transaction with Arch Resources, Inc., a Delaware corporation (“Arch”), pursuant to that certain Agreement and Plan of Merger, dated as of August 20, 2024 (the “Merger Agreement”), by and among the Company, Mountain Range Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Arch. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Arch (the “Merger”), with Arch continuing as the surviving corporation and as a wholly owned subsidiary of the Company.
This Amendment No. 1 to the Original Form 8-K is being filed by the Company to include the financial statements of Arch and the pro forma financial information required under Items 9.01(a) and 9.01(b), which were excluded from the Original Report in reliance on the instructions to such Items, in order to incorporate such financial statements and pro forma financial information into the Company’s Registration Statements on Form S-8. Except as described herein, all other information in the Original Form 8-K remains unchanged.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of Arch as of December 31, 2023 and 2022 and for each of the years ended December 31, 2023, 2022 and 2021, and the notes related thereto, are filed as Exhibit 99.1 hereto and incorporated herein by reference.
The unaudited condensed consolidated financial statements of Arch as of September 30, 2024 and for the nine months ended September 30, 2024 and 2023, and the notes related thereto, are filed as Exhibit 99.2 hereto and incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements as of and for the nine months ended September 30, 2024 and for the year ended December 31, 2023, and the related notes thereto, are filed as Exhibit 99.3 hereto and incorporated herein by reference.
(d) Exhibits.
SIGNATURE
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.
| CORE NATURAL RESOURCES, INC. | ||
| By: | /s/ Miteshkumar B. Thakkar | |
| Miteshkumar B. Thakkar | ||
| Chief Financial Officer and President | ||
Date: February 18, 2025
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
| • | Registration Statement (Form S-8 No. 333-221727) pertaining to the CONSOL Energy Inc. 2020 Amended and Restated Omnibus Performance Incentive Plan, |
| • | Registration Statement (Form S-8 No. 333-251852) pertaining to the CONSOL Energy Inc. 2020 Amended and Restated Omnibus Performance Incentive Plan, and |
| • | Registration Statement (Form S-8 No. 333-238173), pertaining to the CONSOL Energy Inc. 2020 Amended and Restated Omnibus Performance Incentive Plan; |
of Core Natural Resources, Inc. (formerly known as CONSOL Energy, Inc. ) of our reports dated February 15, 2024, with respect to the consolidated financial statements and schedule of Arch Resources, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting of Arch Resources, Inc. and subsidiaries for the year ended December 31, 2023, incorporated into this Current Report on Form 8-K/A of Core Natural Resources, Inc (formerly known as CONSOL Energy, Inc.).
/s/ Ernst & Young LLP
St. Louis, Missouri
February 18, 2025