Item 1.01 Entry into a Material Definitive Agreement.

This Amendment No. 5 to Current Report on Form 8-K amends the Current Report on Form 8-K filed on November 23, 2021, Amendment No. 1 to Current Report filed on December 14, 2021, Amendment No. 2 to Current Report on Form 8-K filed on April 4, 2022, Amendment No. 3 to Current Report on Form 8-K filed on May 10, 2022, and Amendment No. 4 to Current Report on Form 8-K filed on December 5, 2022 (the "Prior Filings"). The following is only a summary description and is qualified in its entirety by reference to the full text of such agreements filed as Exhibits hereto and in the Prior Filings. Capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed thereto in the Exhibits hereto and in the Prior Filings. The terms of such Exhibits shall control in the event of any inconsistencies with the summary description set forth below.

On December 30 2022, we entered into the following agreements and understandings with the sellers of FLP related to the Notes:



  ? OIG to pay $15,000,000 on or before April 1, 2023; and


  ? OIG to pay the balance on or before May 31, 2023.

The Notes bear a simple interest rate of 6% and allow OIG to make prepayments.

Item 9.01 Financial Statement and Exhibits.



Exhibit No.  Description of Exhibit
               Amendment to Amended and Restated Unsecured Promissory Note between
  99.1       Orbital Infrastructure Group, Inc. f/k/a (Orbital Energy Group, Inc.)
             and Kurt A. Johnson Jr.
               Amendment to Amended and Restated Unsecured Promissory Note between
  99.2       Orbital Infrastructure Group, Inc. f/k/a (Orbital Energy Group, Inc.)
             and Tidal Power Group LLC
104          Cover Page Interactive Data File (embedded in the cover page
             formatted in Inline XBRL).

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