Current Report Filing (8-k)
16 Mai 2023 - 12:07PM
Edgar (US Regulatory)
0001842556
false
--12-31
0001842556
2023-05-11
2023-05-11
0001842556
HNRA:CommonStockParValue0.0001PerShareMember
2023-05-11
2023-05-11
0001842556
HNRA:RedeemableWarrantsExercisableForThreeQuartersOfOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
2023-05-11
2023-05-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May
11, 2023
HNR ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41278 |
|
85-4359124 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
(Address of principal executive offices, including zip code)
(713) 834-1145
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class: |
|
Trading symbol |
|
Name of each exchange on which registered |
| Common stock, par value $0.0001 per share |
|
HNRA |
|
NYSE American |
| Redeemable warrants, exercisable for three quarters of one share of common stock at an exercise price of $11.50 per share |
|
HNRAW |
|
NYSE American |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On May 11, 2023, HNR
Acquisition Corp (the “Company” or “HNRA”) held a special meeting of stockholders (the “Meeting”).
At the Meeting, the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Company’s
amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company must consummate
its initial business combination from the current termination date of May 15, 2023, by up to six (6) one-month extensions to
November 15, 2023 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”)
provided that the HNRAC Sponsors LLC (the “Sponsor”) (or its affiliates or permitted designees) will deposit into
the trust account in which the proceeds of the HRNA’s initial public offering were placed (the “Trust Account”)
the lesser of (x) $120,000 or (y) $0.04 per share for each public share of common stock outstanding as of the applicable deadline
for each such one-month extension until November 15, 2023 (the “Extension Payment”) unless the closing of
the Company’s initial business combination shall have occurred in exchange for a non-interest bearing, unsecured promissory
note payable upon consummation of a business combination
In connection with the
Meeting, stockholders holding 4,115,597 shares of the Company’s common stock issued in the Company’s initial public offering
exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately
$43 million was removed from the Company’s trust account to pay such holders.
As a result of the Extension, $120,000 was deposited in the Trust Account by the Sponsor’s designee on May 11, 2023, to extend the Extension Deadline
by one additional month to June 15, 2023, in accordance with the Charter.
On May 11, 2023, the Company filed the Extension
Amendment with the Secretary of State of the State of Delaware.
The foregoing description is qualified in its
entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for the proposal to approve the Extension
Amendment were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 9,063,345 |
|
244,866 |
|
0 |
|
0 |
Item 8.01. Other Events
On May 15, 2023, the Company issued a press
release announcing that the Extension Amendment has been approved by the stockholders of the Company, that the Extension Amendment
was filed in Delaware, and that $120,000 had been deposited into the Trust Account on May 11, 2023 to extend the date by which the
Company has to consummate a business combination from May 15, 2023 to June 15, 2023. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Additional Information
In connection with
the proposed business combination (the “Business Combination”) between
HNRA and Pogo Resources LLC (“Pogo”), HNRA intends to file with the
Securities and Exchange Commission (the “SEC”) a proxy statement to be
filed by HNRA relating to the Business Combination. HNRA will mail a definitive proxy statement and other relevant
documents to its stockholders at such time as it is filed (the “Proxy
Statement”). This communication is not a substitute for the Proxy Statement or any other document that HNRA will send
to its stockholders in connection with the Business Combination. Investors and security holders of HNRA are advised to read,
when available, the Proxy Statement in connection with HNRA’s solicitation of proxies for its special meeting of stockholders
to be held to approve the Business Combination (and related matters) because the Proxy Statement will contain important information
about the Business Combination and the parties to the Business Combination. The Proxy Statement will be mailed to
stockholders of HNRA as of a record date to be established for voting on the Business Combination. Stockholders will also be able to
obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by
directing a request to: HNR Acquisition Corp, Attention: David M. Smith, Chief Legal Officer and Secretary, 3730 Kirby Drive, Suite
1200, Houston, TX 77098.
Participants in the Solicitation
HNRA, Pogo and their
respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of HNRA’s stockholders in connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests in the Business Combination of HNRA’s directors and
officers in HNRA’s filings with the SEC, including the Proxy Statement to be filed with the SEC by HNRA, and such information and
names of Pogo’s directors and executive officers will also be in the Proxy Statement to be filed with the SEC by HNRA.
Disclaimer
This communication is
for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
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.
| May 15, 2023 |
HNR Acquisition Corp |
| |
|
|
| |
By: |
/s/ Donald H. Goree |
| |
Name: |
Donald H. Goree |
| |
Title: |
Chief Executive Officer |
3
HNR Acquisition (AMEX:HNRA)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025
HNR Acquisition (AMEX:HNRA)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025
