Item 1.01 Entry into a Material Definitive Agreement.

On February 11, 2023, the Company and AEI Acquisition Company, LLC. ("AEI"), the Company's majority shareholder, entered into a First Amendment to Revolving Credit Note (the "Amendment") which amended the convertible Revolving Credit Note dated June 1, 2021 in the maximum amount of $1,500,000 by and between the Company and AEI (the "Revolving Credit Line"). The Amendment amends the Revolving Credit Line to provide that any outstanding amount of principal and/or interest under the Revolving Credit Line may be converted into fully paid and non-assessable shares of common stock, $0.001 per share par value, at a fixed conversion price of $1.50 per share subject to adjustment for stock dividends, stock splits, recapitalizations, or other similar transactions that affect the rights of common stockholders generally. The Amendment eliminated AEI's right to convert amounts due under the Revolving Credit Line at market based rates if lower than $1.50 per share. As of the date of this Current Report on Form 8-K no amounts were outstanding under the Revolving Credit Line.

AEI has also agreed that the Revolving Credit Line will terminate, and all outstanding and unpaid principal and/or interest thereunder will be paid in full, upon the earlier of (i) the closing of a firm commitment public offering by the Company, and (ii) June 1, 2023.

The forgoing description of the terms of the Amendment is subject to and qualified in its entirety by the full text of the Amendment filed as Exhibit 10.2 to this Current Report on Form 8-K which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description


           Revolving Credit Note in the amount of $1,500,000 dated June 1, 2021

10.1 (incorporated by reference to Exhibit 10.1 to Company's Quarterly Report on

Form 10-Q filed with the SEC on November 1, 2022)

10.2 * First Amendment to Revolving Credit Note, dated February 11, 2023, by and

among Alpha Energy, Inc. and AEI Acquisition Company, LLC.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)






* Filed herewith

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