UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 25, 2017

ROSEHILL RESOURCES INC.

(Exact name of registrant as specified in its charter)

16200 Park Row, Suite 300

Houston, Texas, 77084

(Address of principal executive offices, including zip code)

(281) 675-3400

(Registrant’s telephone number, including area code)

KLR Energy Acquisition Corp.

811 Main Street

Houston, Texas, 77002

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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).

☒  Emerging growth company

Item 1.01 Entry into a Material Definitive Agreement

On April 25, 2017, Rosehill Resources Inc. (formerly known as KLR Energy Acquisition Corp. or the “Company”) entered into a commitment agreement (the “Commitment Agreement”) with KLR Energy Sponsor, LLC (“Sponsor”) and The K2 Principal Fund, L.P. (“K2”), pursuant to which K2 agreed not to redeem 430,000 public shares of Class A common stock of the Company (“Common Stock”) currently owned by K2 in connection with the closing of the proposed business combination (the “Business Combination”) between the Company and Tema Oil and Gas Company (“Tema”) pursuant to the Business Combination Agreement, dated as of December 20, 2016 (the “Business Combination Agreement”).

Pursuant to the Commitment Agreement, the Sponsor agreed, following the closing of the Business Combination, to transfer to K2 37,212 shares of Common Stock (the “K2 Shares”). The K2 Shares will be entitled to customary registration rights.

A copy of the Commitment Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference, and the foregoing description of the Commitment Agreement is qualified in its entirety by reference thereto.

On April 26, 2017, KLR Energy Acquisition Corp. held a special meeting of stockholders at its offices, located at 811 Main Street, 18^th Floor, Houston, Texas 77002 (the “Special Meeting”). Present at the Special Meeting were holders of 9,888,354 shares of voting capital stock in person or by proxy, representing 96.64% of the voting capital stock as of March 28, 2017, the record date for the Special Meeting, and constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following items at the Special Meeting; each matter is described in more detail in the Proxy Statement:

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The voting results for each of these proposals are set forth below.

The number of shares of the Company’s common stock presented for redemption in connection with the Special Meeting was 5,804,404.

Based on the votes set forth above, the stockholders (i) approved and adopted the Business Combination Agreement and (ii) approved the Business Combination.

Based on the votes set forth above, the stockholders ratified the amendment of the Company’s amended and restated certificate of incorporation to provide for the classification of the board of directors into three classes of directors with staggered terms of office and to make certain related changes.

Based on the votes set forth above, the stockholders ratified the amendment of the Company’s amended and restated certificate of incorporation to provide that Delaware is the exclusive forum for certain stockholder litigation.

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Based on the votes set forth above, the stockholders ratified the amendment of the Company’s amended and restated certificate of incorporation to enable stockholders to call a special meeting of stockholders.

Based on the votes set forth above, the stockholders ratified the amendment of the Company’s amended and restated certificate of incorporation to change the stockholder vote required to remove any and all directors and to fill newly created vacancies.

Based on the votes set forth above, the stockholders ratified the amendment of the Company’s amended and restated certificate of incorporation to change the stockholder vote required to amend the certificate and bylaws of the Company.

Based on the votes set forth above, the stockholders ratified the amendment of the Company’s amended and restated certificate of incorporation to authorize the establishment of the Class B Common Stock as a new class of capital stock.

Based on the votes set forth above, the stockholders ratified the amendment of the Company’s amended and restated certificate of incorporation to authorize an additional 60,000,000 shares of capital stock, which would consist of increasing the post-combination company’s authorized share capital to include 95,000,000 shares of Class A common stock.

Based on the votes set forth above, the stockholders ratified the amendment to the Company’s amended and restated certificate of incorporation to make certain additional changes, including changing the post-combination company’s corporate name from “KLR Energy Acquisition Corp.” to “Rosehill Resources Inc.” and revising the waiver regarding corporate opportunities, which the board of directors believes are necessary to adequately address the needs of the post-combination company.

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Based on the votes set forth above, each director nominee was duly elected, each Class I director to serve until the post-combination company’s annual meeting of stockholders in 2018, each Class II director to serve until the post-combination company’s annual meeting of stockholders in 2019 and each Class III director to serve until the post-combination company’s annual meeting of stockholders in 2020, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

Based on the votes set forth above, the stockholders approved, for purposes of complying with applicable NASDAQ Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock in connection with the Business Combination and the PIPE Investment.

Based on the votes set forth above, the stockholders approved the Rosehill Resources Inc. Long Term Incentive Plan and the material terms thereunder for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code.

Based on the votes set forth above, the stockholders ratified the decision to adjourn the special meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or the NASDAQ Proposal.

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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.

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EXHIBIT INDEX

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