HNRA HNR Acquisition Corp

 

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): November 13, 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 1.01. Entry into a Material Definitive Agreement

 

Non-Redemption Agreement

 

As previously reported, on August 28, 2023, HNR Acquisition Corp (the “Company” or “HNRA”) entered into an Amended and Restated Membership Interest Purchase Agreement, dated August 28, 2023 (the “MIPA”), by and among HNRA, HNRA Upstream, LLC, a newly formed Delaware limited liability company which is managed by HNRA, and is a subsidiary of HNRA (“OpCo”), and HNRA Partner, Inc., a newly formed Delaware corporation and wholly owned subsidiary of HNRA (“SPAC Subsidiary”, and together with the us and OpCo, “Buyer” and each a “Buyer”), CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with CIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), and, solely with respect to Section 6.20 of the MIPA, HNRAC Sponsors LLC, a Delaware limited liability company (“Sponsor”).

 

On November 13, 2023, HNRA entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Backstop Investor”) (the “Non-Redemption Agreement”) pursuant to which Backstop Investor agreed to reverse the redemption of up to the lesser of (i) 600,000 shares of common stock, par value $0.0001 per share, of HNRA (“Common Stock”), and (ii) such number of shares of Common Stock such that the number of shares beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (such number of shares, the “Backstop Investor Shares”).

 

Immediately upon consummation of the closing of the transactions contemplated by the MIPA (the “Closing”), HNRA will pay Backstop Investor, in respect of the Backstop Investor Shares, an amount in cash equal to (x) the Backstop Investor Shares, multiplied by (y) the Redemption Price (as defined in HNRA’s amended and restated certificate of incorporation) minus $5.00.

 

Exchange Agreements

 

On November 13, 2023, HNRA entered into exchange agreements (“Exchange Agreements”) with certain holders (the “Noteholders”) of promissory notes issued by HNRA for working capital purposes which accrued interest at a rate of 15% per annum (the “Notes”). Pursuant to the Exchange Agreements, HNRA agreed to exchange, in consideration of the surrender and termination of the Notes in an aggregate principal amount (including interest accrued thereon) of $2,099,545, for 419,909 shares of Common Stock at a price per share equal to $5.00 per share (the “Exchange Shares”). Pursuant to the Exchange Agreements, HNRA also granted to the Noteholders piggyback registration rights with regard to the Exchange Shares.

 

The Noteholders include JVS Alpha Property, LLC, a company which is controlled by Joseph Salvucci, Jr., a current member of the HNRA board of directors, Byron Blount, nominee member of the HNRA board of directors following the Closing, and Mitchell B. Trotter, the designated Chief Financial Officer and a nominee member of the HNRA board of directors following the Closing.

 

The foregoing summary of the Non-Redemption Agreement and the Exchange Agreements is qualified in its entirety by reference to the text of the form of Non-Redemption Agreement and form of Exchange Agreement, which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

 

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information disclosed under Item 1.01 of this Report is incorporated into this Item 3.02 to the extent required herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On November 13, 2023, the Company, reconvened, its special meeting of its stockholders (the “Special Meeting”) that was originally convened on October 30, 2023 and subsequently adjourned. The Special Meeting was held in connection with: (i) a proposal to approve and adopt the MIPA, and the transactions contemplated thereby (the “Purchase” and such proposal, the “Purchase Proposal”), (ii) a proposal to approve and adopt the HNR Acquisition Corp 2023 Omnibus Incentive Plan, a copy of which is attached to the Proxy Statement (as defined below) as Annex B (the “Incentive Plan Proposal”), (iii) a proposal to approve, for purposes of complying with NYSE American Rule 713(a), the potential and likely issuance of more than 19.99% of the Company’s issued and outstanding shares of common stock including securities convertible into common stock pursuant to the Purchase transactions and issuances which may be made pursuant to a potential private offering (the “NYSE American Proposal”), and (iv) a proposal to approve and adopt, the second amended and restated certificate of, a copy of the form of which is attached to the Proxy Statement as Annex I (the “Charter Proposal”), as each is further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2023 (the “Proxy Statement”).

 

The record date for the stockholders entitled to notice of, and to vote at, the Special Meeting was October 10, 2023. At the close of business on that date, the Company had 7,515,653 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting. Of the 7,515,653 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting, 6,700,328 shares (or 89.15%), constituting a quorum, were represented in person or by proxy at the Special Meeting.

 

The Company’s stockholders approved the Purchase Proposal, the Incentive Plan Proposal, the NYSE American Proposal, and the Charter Proposal. The voting results were as follows:

 

Purchase Proposal

 

Votes For				Votes Against			Votes Abstained			Broker Non-Votes
	6,091,858			608,470			0			0

  

Incentive Plan Proposal

 

Votes For				Votes Against			Votes Abstained			Broker Non-Votes
	6,595,797			104,521			10			0

 

NYSE American Proposal

 

Votes For				Votes Against			Votes Abstained			Broker Non-Votes
	6,091,858			608,470			0			0

 

Purchase Proposal

 

Votes For				Votes Against			Votes Abstained			Broker Non-Votes
	6,091,858			608,470			0			0

 

Based upon the preliminary reports that have been provided to the Company, the holders of an aggregate of 4,063,777 public shares of the Company’s common stock have submitted requests that their public shares be redeemed in connection with the Special Meeting, with these redemptions only taking effect upon the closing of the closing of the MIPA.

 

 

Item 8.01. Other Events

 

On November 13, 2023, the Company issued a press release announcing the postponement of the Special Meeting, which is filed herewith as Exhibit 99.1 to this report and which is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit Number		Description
10.1		Form of Non-Redemption Agreement
10.2		Form of Exchange Agreement
99.1		Press Release of HNR Acquisition Corp dated November 13, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

November 13, 2023	HNR Acquisition Corp
	By:	/s/ Donald H. Goree
	Name:	Donald H. Goree
	Title:	Chief Executive Officer

 

 

Exhibit 10.1

 

NON-REDEMPTION AGREEMENT

 

This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 13, 2023 is made by and among HNR Acquisition Corp, a Delaware limited liability company (the “Company”), and Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Backstop Investor”).

 

WHEREAS, the Company is a special purpose acquisition company whose Class A Common Stock (“Common Stock”) is traded on the NYSE American under the symbol “HNRA”, and whose warrants (“Warrants”) are traded under the symbol “HNRAW”, among other securities of the Company;

 

WHEREAS, the Company, HNRAC Sponsors LLC, a Delaware limited liability company (“Sponsor”), CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with CIC, DenCo and Pogo Management, collectively, “Target”) have entered into a Membership Interest Purchase Agreement, dated as of December 27, 2022, as amended and restated on August 28, 2023 (as may be further amended or restated from time to time, the “Transaction Agreement”);

 

WHEREAS, the Company and Backstop Investor, on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Backstop Investor or its affiliates (collectively, “Backstop Investor”) are entering into this Agreement in anticipation of the closing (the “Closing”) of the purchase and sale contemplated by the Transaction Agreement (the “Purchase & Sale”);

 

WHEREAS, as of the date hereof in respect of the Common Stock, Backstop Investor shall acquire from redeeming shareholder(s), or, in the event Backstop Investor has made redemption requests for the Company Common Stock, previously had voting and investment power over the number of shares of Common Stock set out in Exhibit A hereto (the “Backstop Investor Shares”). For the avoidance of doubt, Backstop Investor may not have voting and investment power over any additional shares of Common Stock (such shares, “Non-Backstop Investor Shares”) which are not subject to this Agreement;

 

WHEREAS, pursuant to the Company’s Amended and Restated Certificate of Incorporation (the “COI”), in its capacity as a holder of Common Stock, Backstop Investor has the right to require that the Company redeem Backstop Investor Shares held by Backstop Investor (if applicable) in connection with the Purchase & Sale, for the Redemption Price (as defined in the COI), representing the right to receive the Backstop Investor portion of the funds currently in the Company’s trust account, to the extent Backstop Investor exercises such redemption right;

 

WHEREAS, the Company has filed a definitive proxy with a deadline to exercise the redemption rights of shares of Common Stock of 5:00 p.m., Eastern Daylight time on November 9, 2023 (the “Redemption Deadline”), which is two (2) business days before the originally scheduled special meeting (the “Meeting”) of stockholders of the Company to approve the initial business combination described in the definitive proxy, and which is scheduled to be held on November 13, 2023;

 

 

WHEREAS, pursuant to the terms of this Agreement, Backstop Investor desires to agree to refrain from exercising such redemption right or reverse previously submitted redemption requests with respect to the Backstop Investor Shares; and

 

WHEREAS all capitalized terms used but not defined herein shall have the respective meanings specified in the Transaction Agreement.

 

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties agree as follows:

 

1. Non-Redemption Agreement. Subject to the conditions set forth in this Agreement, Backstop Investor irrevocably and unconditionally hereby agrees that it will beneficially own not greater than the lesser of (i) 600,000 Backstop Investor Shares and (ii) the Blocker Amount (as defined in Section 22 herein), and shall not elect to redeem or otherwise tender or submit for redemption any of such Backstop Investor Shares in connection with the Purchase & Sale; provided, however, that in the event Backstop Investor has previously elected to redeem, tendered or submitted any Backstop Investor Shares for redemption, Backstop Investor shall rescind or reverse such redemption prior to Closing and the Company shall accept such request(s) promptly once submitted by Backstop Investor.

 

2. Non-Redemption Payment. Immediately upon Closing, the Company shall pay Backstop Investor a payment in respect of Backstop Investor Shares (the “Non-Redemption Cash”) in cash released from the Trust Account directly to Backstop Investor (as defined below) equal to (x) the number of Backstop Investor Shares multiplied by (y) the Redemption Price minus $5.00.

 

3. Reserved.

 

4. Representations and Warranties. Each of the parties hereto represents and warrants to the other party that: (a) it is a validly existing company, partnership or corporation, in good standing under the laws of the jurisdiction of its formation or incorporation; (b) this Agreement constitutes a valid and legally binding obligation on it in accordance with its terms, subject to laws relating to bankruptcy, insolvency and relief of debtors, and laws governing specific performance, injunctive relief and other equitable remedies; (c) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action, and (d) the execution, delivery and performance of this Agreement will not result in a violation of its certificate of formation, articles or certificate of incorporation, as applicable, or conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement or instrument to which it is a party or by which it is bound. Backstop Investor represents and warrants to the Company that, as of the date hereof, Backstop Investor beneficially owns the number of shares of Common Stock set forth opposite Backstop Investor’s name on Exhibit A hereto.

 

5. Additional Covenants. Backstop Investor hereby covenants and agrees that, except for this Agreement, Backstop Investor shall not, at any time while this Agreement remains in effect, (i) enter into any voting agreement or voting trust with respect to Backstop Investor Shares (or any securities received in exchange therefore) inconsistent with Backstop Investor’s obligations pursuant to this Agreement, (ii) grant a proxy, a consent or power of attorney with respect to the Backstop Investor Shares (or any securities received in exchange therefore), (iii) enter into any agreement or take any action that would make any representation or warranty of Backstop Investor contained herein untrue or inaccurate in any material respect or have the effect of preventing or disabling Backstop Investor from performing any of its obligations under this Agreement, (iv) purchase the Backstop Investor Shares at a price higher than the price offered through the Company’s redemption process or (v) take any action which would cause Backstop Investor’s beneficial ownership to exceed the Blocker Amount (as defined in Section 22 herein).

 

 

6. Expenses. Each party shall be responsible for its own fees and expenses related to this Agreement and the transactions contemplated hereby; provided that the Company shall reimburse Backstop Investor for expenses actually incurred in connection with the acquisition of the Backstop Investor Shares in an amount not to exceed $0.07 per share.

 

7. Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest to occur of (a) the termination of the Transaction Agreement in accordance with its terms, (b) the mutual written consent of the parties hereto, (c) the later of (i) November 15, 2023 or (ii) January 15, 2024 if the Company further amends and restates the COI to extend the Termination Date (as defined in the COI) to such date if the Purchase & Sale has not been consummated by such applicable date, and (d) the payment of the Non-Redemption Cash to Backstop Investor following the consummation of the Purchase & Sale. Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any person in respect hereof or the transactions contemplated hereby; provided that, notwithstanding the foregoing or anything to the contrary in this Agreement, the termination of this Agreement pursuant to clauses (a) and (d) above shall not affect any liability on the part of any party for an intentional breach of this Agreement. Section 2 and Sections 6 through and including Section 27 of this Agreement will survive the termination of this Agreement. Furthermore, for the avoidance of doubt, should Backstop Investor hold Backstop Investor Shares after the Redemption Deadline by refraining from redeeming the Backstop Investor Shares or reversing previously submitted redemption requests, the Company shall pay to Backstop Investor the Non-Redemption Cash irrespective of the termination of this Agreement.

 

8. Trust Account Waiver. Backstop Investor acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of a private placement (including interest accrued from time to time thereon) for the benefit of its public stockholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Backstop Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of Backstop Investor or any of its related parties as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. Backstop Investor hereby irrevocably waives (on its own behalf and on behalf of its related parties) any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against the Trust Account with respect to the Released Claims. For the avoidance of doubt, this provision shall not restrict Backstop Investor’s Redemption Rights (as defined in the COI) with respect to the Non-Backstop Investor Shares.

 

 

9. Public Disclosure. The Company shall file a Current Report on Form 8-K with the SEC (the “Current Report”) reporting the material terms of this Agreement but not including the names of Backstop Investor and its affiliates and/or advised funds, unless required by law, within one (1) Business Day following the execution of this Agreement. The Company shall not, and shall cause its representatives to not, disclose any material non-public information to other investors concerning the Company, the Common Stock or the Purchase & Sale, other than the existence of this Agreement, such that other investors shall not be in possession of any such material non-public information from and after the filing of the Current Report. Notwithstanding anything in this Agreement to the contrary, Backstop Investor agrees that the Company shall have the right to publicly disclose the nature of Backstop Investor’s commitments, arrangements and understandings under and relating to this Agreement in any filing by the Company with the SEC.

 

10. Governing Law. This Agreement, the rights and duties of the parties hereto, and any disputes (whether in contract, tort or statute) arising out of, under or in connection with this Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the United States District Court for the District of Delaware or, if such court does not have jurisdiction, the Delaware state courts located in Wilmington, Delaware, in any action arising out of or relating to this Agreement. The parties irrevocably agree that all such claims shall be heard and determined in such a Delaware federal or state court, and that such jurisdiction of such courts with respect thereto will be exclusive. Each party hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding arising out of or relating to this Agreement that it is not subject to such jurisdiction, or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 23 hereof or in such other manner as may be permitted by law, will be valid and sufficient service thereof.

 

11. Waiver of Jury Trial. To the extent not prohibited by applicable law that cannot be waived, each of the parties hereto irrevocably waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with this Agreement or any course of conduct, course of dealing, verbal or written statement or action of any party hereto or thereto, in each case, whether now existing or hereafter arising, and whether in contract, tort, statute, equity or otherwise. Each party hereby further agrees and consents that any such litigation shall be decided by court trial without a jury and that the parties to this Agreement may file a copy of this Agreement with any court as written evidence of the consent of the parties to the waiver of their right to trial by jury.

 

 

12. Freely Tradable. The Company confirms that Backstop Investor Shares will be freely tradeable without restrictive legends following the Purchase & Sale; Backstop Investor Shares will not require re-registration pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended, following the Purchase & Sale due to any action of the Company; and that Backstop Investor shall not be identified as a statutory underwriter in any registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended, by the Company.

 

13. Form W-9 or W-8. Backstop Investor shall, upon or prior to the consummation of the Purchase & Sale, execute and deliver to the Company a completed IRS Form W-9 or Form W-8, as applicable.

 

14. Withholding. Notwithstanding any other provision of this Agreement, the Company and any of its agents and representatives, as applicable, shall be entitled to deduct and withhold from any amount payable hereunder any such taxes as may be required to be deducted and withheld from such amounts (and any other amounts treated as paid for applicable tax law) under the Internal Revenue Code of 1986, as amended, or any other applicable tax law (as determined in good faith by the party so deducting or withholding in its sole discretion). To the extent that any amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made.

 

15. Non-Reliance. Backstop Investor has had the opportunity to consult its own advisors, including financial and tax advisors, regarding this Agreement or the arrangements contemplated hereunder and Backstop Investor hereby acknowledges that neither the Company nor any representative or affiliate of the Company has provided or will provide Backstop Investor with any financial, tax or other advice relating to this Agreement, or the arrangements contemplated hereunder.

 

16. No Third-Party Beneficiaries. This Agreement shall be for the sole benefit of the parties, Target and their respective successors and permitted assigns. Except as expressly named in this Section 16, this Agreement is not intended, nor shall be construed, to give any Person, other than the parties, Target and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement.

 

17. Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the non-assigning party hereto (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Backstop Investor may transfer its rights, interests and obligations hereunder to one or more investment funds or accounts managed or advised by Backstop Investor (or a related party or affiliate) and to the extent such transferee is not a party to this Agreement, such transferee shall agree to be bound by the terms hereof prior to any such transfer being effectuated.

 

18. Specific Performance. The parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that monetary damages may not be an adequate remedy for such breach and the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, and to enforce specifically the terms and provisions of this Agreement in the chancery court or any other state or federal court within the State of Delaware.

 

 

19. Amendment. This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution and delivery of a written agreement executed by the parties hereto.

 

20. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

 

21. No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between Backstop Investor, on the one hand, and the Company, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties.

 

22. Blocker Provision. Notwithstanding anything to the contrary contained herein, Backstop Investor shall not own a number of Backstop Investor Shares such that the total number of shares of Common Stock beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Exchange Act, exceeds 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) (such amount, the “Blocker Amount”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Backstop Investor and the Company will use reasonable best efforts to cooperate with each other with respect to determination of the Blocker Amount.

 

23. Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given (a) if personally delivered, on the date of delivery; (b) if delivered by express courier service of national standing for next day delivery (with charges prepaid), on the Business Day following the date of delivery to such courier service; (c) if delivered by electronic mail, on the date of transmission if on a Business Day before 5:00 p.m. local time of the business address of the recipient party (otherwise on the next succeeding Business Day), provided the sender receives no bounce-back or similar message indicating non-delivery; in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other parties in accordance with this Section 23):

 

If to the Company:

 

HNR Acquisition Corp

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

Attention: Mitchell B. Trotter, CFO

Email: mbtrotter@comcast.net

   

 

with a copy to (which shall not constitute notice):

 

Pryor Cashman LLP

7 Times Square

New York, New York 10036

Attention Matthew Ogurick

Email: mogurick@pryorcashman.com

   

HNR Acquisition Corp

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

Attention: David M. Smith, General Counsel

Email: dmsmith@hnra-nyse.com

 

If to Backstop Investor:

Meteora Capital, LLC

1200 N Federal Hwy, Ste 200

Boca Raton, FL 33432

Email: notices@meteoracapital.com

 

24. Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument, and shall include images of manually executed signatures transmitted by electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.

 

25. Entire Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent that they relate in any way to the subject matter hereof.

 

 

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

 

HNR ACQUISITION CORP
By:
METEORA CAPITAL PARTNERS, LP;
METEORA SELECT TRADING OPPORTUNITIES MASTER, LP; and
METEORA STRATEGIC CAPITAL, LLC
By:
Title:

 

 

EXHIBIT A

 

Backstop Investor		Backstop Investor Shares
Total

 

 

 

9

Exhibit 10.2

 

EXCHANGE AGREEMENT

 

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of November __, 2023, is entered into by and between HNR Acquisition Corp, a Delaware corporation (the “Company”) and ___________________(the “Holder”). As used herein, the term “Parties” shall be used to refer to the Company and Holder jointly.

 

RECITALS:

 

A. Holder is in possession of an Promissory Note dated ___________, attached hereto as Exhibit A (the “Note”) in the principal amount of $____ and $_____ of interest accumulated thereon as of the date hereof, for a total of balance of $_____________ .

 

B. The Parties desire to exchange the full amounts due under the Note for ________ shares of common stock of the Company, par value $0.0001 per share, at a price per share equal to $5.00 per share (the “Exchange Shares”).

 

C. The Holder warrants and represents that it is sophisticated and experienced in acquiring the securities of small public companies that has allowed it to evaluate the risks and uncertainties involved in acquiring said securities and thereby make an informed investment decision.

 

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

 

1.00 Exchange of Note. The Parties agree that, in consideration of the surrender and termination of the Note, the Company shall issue to the Holder, and the Holder shall acquire from the Company, the Exchange Shares.

 

2.00 Piggyback Registration Rights.

 

2.01 Piggyback Registration Rights. The Company will notify the Holder in writing at least thirty (30) days prior to filing any registration statement under the Securities Act of 1933, as amended (the “Securities Act”) for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any demand or Form S-3 registration or to any employee benefit plan or a corporate reorganization) and will afford the Holder an opportunity to include in such registration statement all or any part of the Exchange Shares then held by the Holder. The Holder, if they desire to include in any such registration statement all or any part of the Exchange Shares held by the Holder will, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice will inform the Company of the number of Exchange Shares such Holder wishes to include in such registration statement. If the Holder decides not to include all of its Exchange Shares in any registration statement thereafter filed by the Company, such Holder will nevertheless continue to have the right to include any Exchange Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

 

 

2.02 Underwriting. If a registration statement under which the Company gives notice under Section 2.01 is for an underwritten offering, then the Company will so advise the Holder. In such event, the right of any of the Holder’s Exchange Shares to be included in a registration pursuant to Section 2.01 will be conditioned the such Holder’s participation in such underwriting and the inclusion of the Holder’s Exchange Shares in the underwriting to the extent provided herein. The Holder, if proposing to distribute their Exchange Shares through such underwriting, will enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Exchange Shares) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting will be allocated, first, to the Company, and second, to the Holder, if requesting inclusion of their Exchange Shares in such registration statement. If the Holder disapproves of the terms of any such underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Exchange Shares excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration.

 

2.03 Furnish Information. It will be a condition precedent to the obligations of the Company to take any action pursuant to Section this Section 2.00 hereof that the Holder will furnish to the Company such information regarding themselves, the Exchange Shares held by them and the intended method of disposition of such securities as will be required to timely effect the registration of their Exchange Shares.

 

2.04 Delay of Registration. The Holder will have no right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.00.

 

3.00 Representations of the Company. The Company hereby represents and warrants to the Holder that:

 

3.01 Organization and Corporate Power. The Company is a corporation, which is duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify. The Company has all requisite power and authority and all material licenses, permits and authorizations necessary to own and operate its properties and to carry on its business as now conducted and presently proposed to be conducted, and all requisite power and authority to carry out the transactions contemplated by this Agreement.

 

3.02 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or Bylaws of the Company, (ii) any agreement, indenture or instrument to which the Company is a party, or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.

 

3.03 Title to Exchange Shares. Upon issuance in accordance with the terms hereof, the Holder will have or receive good title to the Exchange Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Exchange Shares may be subject which have been notified to the Holder in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Holder.

 

 

3.04 No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions contemplated by this Agreement or seeks to recover damages or to obtain other relief in connection with such transactions.

 

4.00 Representations of the Holder. As a material inducement to the Company to enter into this Agreement, the Holder hereby represents and warrants to the Company and agrees with the Company as follows:

 

4.01 No Government Recommendation or Approval. The Holder understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Exchange Shares.

 

4.02 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Holder of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of Holder, if applicable, (ii) any agreement, indenture or instrument to which Holder is a party or (iii) any law, statute, rule or regulation to which Holder is subject, or any agreement, order, judgment or decree to which Holder is subject.

 

4.03 Organization and Authority. The Holder possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by Holder, this Agreement is a legal, valid and binding agreement Holder, enforceable against Holder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 

4.04 Experience, Financial Capability and Suitability. Holder is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Exchange Shares and (ii) able to bear the economic risk of its investment in the Exchange Shares for an indefinite period of time because the Exchange Shares have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Holder is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Holder must bear the economic risk of this investment until the Exchange Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Holder is able to bear the economic risks of an investment in the Exchange Shares and to afford a complete loss of such Holder’s investment in the Exchange Shares.

 

4.05 Accredited Investor. Holder represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

 

4.06 Investment Purposes. Holder is acquiring the Exchange Shares solely for investment purposes, for Holder’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. Holder did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.

 

 

4.07 Restrictions on Transfer. Holder understands the Exchange Shares are being offered and issued in a transaction not involving a public offering within the meaning of the Securities Act (including, without limitation, Section 4(a)(2) and/or Regulation 506(b)). Holder understands the Exchange Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Holder understands that the certificates or book-entries representing the Exchange Shares will contain a legend in respect of such restrictions. If in the future Holder decides to offer, resell, pledge or otherwise transfer the Exchange Shares, such Exchange Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Holder agrees that if any transfer of its Exchange Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Holder may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, Holder agrees not to resell the Exchange Shares.

 

4.08 No Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Holder in connection with the transactions contemplated by this Agreement.

 

4.09 No Bad Actor. Holder hereby represents that none of the “Bad Actor” disqualifying events described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”) is applicable to Holder or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Holder hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to Holder or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this paragraph, “Rule 506(d) Related Party” shall mean a person or entity that is a beneficial owner of the Holder’s securities for purposes of Rule 506(d) of the Act.

 

4.10 Anti-Terrorism. Holder is not an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (“Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists published by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC, such Persons, “Specially Designated Nationals and Blocked Persons”) or otherwise. Neither Holder nor any Person who owns an interest in Holder is a Person with whom a U.S. Person, including a United States financial institution as defined in 31 U.S.C. 5312, as periodically amended, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise.

 

 

4.11 Accredited Investor Verification. Upon request by the Company, Holder shall deliver to the Company a letter from its legal counsel verifying its status as an accredited investor as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and such letter to be made in a form acceptable to the Company and its counsel.

 

4.12 Sophistication. The Holder warrants and represents that it is sophisticated and experienced in acquiring the securities of small public companies that has allowed it to evaluate the risks and uncertainties involved in acquiring said securities and thereby make an informed investment decision.

 

5.00 Restrictions on Transfer.

 

5.01 Securities Law Restrictions. Holder agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Exchange Shares unless, prior thereto (a) such Holder received prior written consent of the Company, (b) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Exchange Shares proposed to be transferred shall then be effective or (c) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

 

5.02 Restrictive Legends. Any certificates representing the Securities shall have endorsed thereon legends substantially as follows:

 

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”

 

6.00 Miscellaneous.

 

6.01 Counterparts. This Agreement may be executed in two or more counterparts and by facsimile signature, delivery of PDF images of executed signature pages by email or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

 

6.02 Effect of Invalidity. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the Parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the Parties or the practical realization of the benefits that would otherwise be conferred upon the Parties. The Parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

 

6.03 Matter of Further Assurances & Cooperation. The Holder and the Company hereby agree and the Company further agrees that it shall provide further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement without unreasonable delay and in no event later than one (1) business after it receives any reasonable written request from the Holder.

 

 

6.04 Successors. The provisions of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the successors, assigns, transferees, grantees, and indemnitees of each of the Parties to this Agreement; provided, that neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by either Party without the prior written consent of the other Party.

 

6.05 Integration. This Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between the parties and supersedes and replaces all prior negotiations and agreements of the Parties, whether written or unwritten with the exception of the Company's profit-sharing plan and any agreements related thereto.

 

6.06 Severance. If any provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted; and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions.

 

6.07 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.

 

6.08 Consent to Jurisdiction. Each of the Company and the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the State of New York for the purposes of any suit, action or proceeding arising out of or relating to this Agreement and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, this Agreement is executed as of the date first set forth above.

 

FOR THE COMPANY:

 

HNR ACQUISITION CORP

 

By:
Name:
Title:
FOR THE HOLDER:
By:
Name:
Title:

 

 

Signature Page to Exchange Agreement

 

 

 

Exhibit 99.1

 

HNR Acquisition Corp Announces

 

Business Combination Approved

 

HOUSTON, TX / November 13, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) a special purpose acquisition company, announced today that its stockholders have approved the proposed business combination (the “Business Combination”) with Pogo Resources, LLC and its subsidiaries, and to acquire the Grayburg-Jackson oil field in the prolific Permian Basin in Eddy County, New Mexico (“Pogo”) at a special meeting of HNRA stockholders that was held on Monday November 13, 2023.

 

Each of the proposals presented at the special meeting was approved, and the Business Combination is expected to be consummated as soon as practicable following the satisfaction or waiver of the remaining closing conditions described in the proxy statement for the special meeting. Following the closing of the Business Combination, the common stock of the Company is expected to begin trading on the NYSE American under the current symbol “HNRA”.

 

In connection with the meeting, stockholders holding 4,063,777 shares out of a possible 4,509,403 shares of HNRA’s common stock (the “Public Shares”) exercised their right to redeem their shares for a pro rata portion of the funds in HNRA’s trust account (the “Trust Account”). The trustee of the Trust Account is calculating the final amount of the funds to be removed from the Trust Account in connection with such redemptions, but the current preliminary calculations are that approximately $44.1 million (approximately $10.86 per Public Share) will be removed from the Trust Account to pay such holders.

 

About HNR Acquisition Corp

 

HNRA is a blank check company (otherwise known as a special purpose acquisition company or SPAC) formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

 

For more information on HNRA, the acquisition and the transaction, please visit the Company website: https://www.hnra-nyse.com/

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” that involve risks and uncertainties that could cause actual results to differ materially from what is expected, including the funding of the Trust Account to further extend the period for the Company to consummate an initial business combination, if needed. Words such as “expects,” “believes,” “anticipates,” “intends,” “estimates,” “seeks,” “may,” “might,” “plan,” “possible,” “should” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect the Company’s management’s current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. Important factors - including the availability of funds, the results of financing efforts and the risks relating to our business - that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time on EDGAR (see www.edgar-online.com) and with the Securities and Exchange Commission (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. In addition, please refer to the Risk Factors section of the Company’s Form 10-K as filed with the SEC on March 31, 2023 and the Risk Factors section of the preliminary proxy statement filed on Schedule 14A on September 11, 2023 for additional information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Investor Relations

 

Michael J. Porter, President

PORTER, LEVAY & ROSE, INC.

mike@plrinvest.com

 

Key search words

 

HNRA, Pogo, oil and gas, reserves, Pogo Resources, HNR Acquisition, Permian Basin, Eddy County, New Mexico, SPAC, HNRAW

 

 

 

v3.23.3

Cover	Nov. 13, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 13, 2023
Entity File Number	001-41278
Entity Registrant Name	HNR ACQUISITION CORP
Entity Central Index Key	0001842556
Entity Tax Identification Number	85-4359124
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3730 Kirby Drive
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	713
Local Phone Number	834-1145
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	HNRA
Security Exchange Name	NYSEAMER
Redeemable warrants, exercisable for three quarters of one share of common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, exercisable for three quarters of one share of common stock at an exercise price of $11.50 per share
Trading Symbol	HNRAW
Security Exchange Name	NYSEAMER

---