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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to EON Resources Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 19, 2025 |
Exhibit 99.3 EON Resources Inc. Conference Call – August 2025 NYSE American: EONR https://www.EON - R.com/ Presenters and Management Team • Michael J. Porter – Investor Relations • Dante V. Caravaggio – CEO • Mitchell B. Trotter – CFO • Jesse J. Allen – VP of Operations • David M. Smith – General Counsel 2 EON Resources – Positioned for 2026 • Upward trend in production • Lower costs and solid inc |
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| August 19, 2025 |
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): August 19, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File |
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| August 19, 2025 |
EON Resources Inc. Announces Results for the Second Quarter of 2025 Exhibit 99.1 EON Resources Inc. Announces Results for the Second Quarter of 2025 HOUSTON, TX / August 19, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is independent upstream energy company with 20,000 leasehold acres comprised of two fields in the Permian Basin in southeast New Mexico. The fields have a total of 750 producing and injection wells producing over 1,000 ba |
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| August 19, 2025 |
Exhibit 99.2 EON Resources Inc. NYSE American: EONR Corporate Slide Presentation August 2025 Disclaimer • This presentation of EON Resources Inc . (“EON” or the “Company”) shall not constitute a “solicitation” as defined in Rule 14 a - 1 of the Securities Exchange Act of 1934 , as amended . • This presentation is not an offer, or a solicitation of an offer, to buy or sell any investment or other s |
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| August 15, 2025 |
PROSPECTUS SUPPLEMENT No. 1 Filed Pursuant to Rule 424(b)(3) Dated August 14, 2025 (To Prospectus dated July 16, 2025) Registration 333-284447 EON Resources Inc. Up to 6,468,750 Shares of Class A Common Stock Issuable Upon the Exercise of Public Warrants Up to 4,936,517 Shares of Class A Common Stock EXPLANATORY NOTE This Prospectus Supplement No. 1 (this “Prospectus Supplement No. 1) relates to t |
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| August 15, 2025 |
EON Resources Inc. Up to 7,818,600 shares of Class A Common Stock EXPLANATORY NOTE PROSPECTUS SUPPLEMENT No. 1 Filed Pursuant to Rule 424(b)(3) Dated August 14, 2025 (To Prospectus dated May 30, 2025) Registration 333-287171 EON Resources Inc. Up to 7,818,600 shares of Class A Common Stock EXPLANATORY NOTE This Prospectus Supplement No. 1 (this “Prospectus Supplement No. 1) relates to the resale by the selling securityholders (the “Selling Securityholders”) identified in the pro |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41278 EON Resources, |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 EON Resources Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Sto |
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| July 24, 2025 |
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): July 24, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File N |
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| July 24, 2025 |
EON Resources Inc. Provides Insight into Preliminary Second Quarter 2025 Results Exhibit 99.1 EON Resources Inc. Provides Insight into Preliminary Second Quarter 2025 Results HOUSTON, TX / July 24, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with 20,000 leasehold acres comprising two fields in the Permian Basin in southeast New Mexico. Today, the Company provides insight into its preliminary second-quarter |
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| July 17, 2025 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits 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): July 11, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File N |
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| July 17, 2025 |
Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of July 11, 2025 (the “Execution Date”), is entered into by and between EON RESOURCES, INC., f/k/a HNR Acquisition Corp., a Delaware corporation (the “Company”), and WHITE LION CAPITAL, LLC, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribe |
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| July 17, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-284447 PROSPECTUS EON Resources Inc. Up to 6,468,750 Shares of Class A Common Stock Issuable Upon the Exercise of Public Warrants Up to 4,936,517 Shares of Class A Common Stock This prospectus relates to the offering by us of up to 6,468,750 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) that are issuab |
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| July 17, 2025 |
Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| July 2, 2025 |
As filed with the Securities and Exchange Commission on July 2, 2025 As filed with the Securities and Exchange Commission on July 2, 2025 Registration No. |
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| June 26, 2025 |
Exhibit 99.1 EON Resources Inc. South Justis Field – June 2025 NYSE American: EONR https://www.EON - R.com/ Presenters and Management Team • Michael J. Porter – Investor Relations • Dante V. Caravaggio – CEO • Mitchell B. Trotter – CFO • Jesse J. Allen – VP of Operations • David M. Smith – General Counsel 2 Acquisition Highlights • Asset purchased on June 20, 2025 • Located in Lea County, New Mexi |
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| June 26, 2025 |
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): June 26, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File N |
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| June 23, 2025 |
Exhibit 99.1 EON Resources Inc. EON Energy, LLC Has Agreed to Acquire South Justis Field in the Permian Basin in Lea County, New Mexico with 207 Million Barrels of Original Oil in Place on 5,360 Acres HOUSTON, TX / ACCESS Newswire / June 20, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with oil and gas properties in the Permian |
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| June 23, 2025 |
Exhibit 10.1 Execution Version PURCHASE AND SALE AGREEMENT by and between WPP NM, L.L.C., and Northwest Central, L.L.C. , as Seller and EON Energy, LLC, as Purchaser Dated as of June 17, 2025, but Effective as of June 1, 2025 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (the “Agreement”), dated as of June 17, 2025, but effective as of the Effective Time as set forth in Section 1.3 |
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| June 23, 2025 |
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): June 17, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File N |
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| June 23, 2025 |
Exhibit 10.2 Execution Version MASTER SERVICE AGREEMENT THIS AGREEMENT CONTAINS PROVISIONS RELATING TO INDEMNITY, RELEASE OF LIABILITY, AND ALLOCATION OF RISK THIS MASTER SERVICE AGREEMENT (the “Agreement”) is made and entered into effective as of this 17th day of June 2025, by and between the parties herein designated as “Operator” and “Contractor”. Operator: LH Operating, LLC, its subsidiaries a |
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| June 17, 2025 |
Exhibit 2.1 Execution Version Amendment No. 1 to purchase, SALE, TERMINATION AND EXCHANGE AGREEMENT This Amendment No. 1 (this “Amendment”) dated June 2, 2025 (the “Amendment Effective Date”) to that certain Purchase, Sale, Termination and Exchange Agreement, dated as of February 10, 2025, is made by and among Pogo Royalty, LLC, a Texas limited liability company (“Pogo Royalty”), CIC Pogo LP, a De |
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| June 17, 2025 |
Exhibit 2.2 Execution Version Amendment No. 2 to purchase, SALE, TERMINATION AND EXCHANGE AGREEMENT This Amendment No. 2 (this “Amendment”) effective at 4:59 p.m. Central Time June 6, 2025 (the “Amendment Effective Date”) to that certain Purchase, Sale, Termination and Exchange Agreement, dated as of February 10, 2025, is made by and among Pogo Royalty, LLC, a Texas limited liability company (“Pog |
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| June 17, 2025 |
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): June 2, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 17, 2025 |
Exhibit 2.3 Execution Version Amendment No. 3 to purchase, SALE, TERMINATION AND EXCHANGE AGREEMENT This Amendment No. 3 (this “Amendment”) effective at 4:59 p.m. Central Time June 13, 2025 (the “Amendment 3 Effective Date”) to that certain Purchase, Sale, Termination and Exchange Agreement, dated as of February 10, 2025, is made by and among Pogo Royalty, LLC, a Texas limited liability company (“ |
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| June 17, 2025 |
Exhibit 99.1 EON Resources Inc. Announces Amendment to Agreement with Seller Reduces Cash Obligation by $1.5 million; and Reduces Stock Requirement by 1.5 million Shares; Closing Expected by end of July 2025 HOUSTON, TX / June 17, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) announced that on June 13, 2025 the Company amended the Purchase, Sale, Termination and Exchange |
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| June 12, 2025 |
As filed with the Securities and Exchange Commission on June 12, 2025 As filed with the Securities and Exchange Commission on June 12, 2025 Registration No. |
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| June 2, 2025 |
EON Resources Inc. Up to 7,818,600 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-287171 PROSPECTUS EON Resources Inc. Up to 7,818,600 Shares of Class A Common Stock This prospectus relates to the offering from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to an aggregate of 7,818,600 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common |
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| May 28, 2025 |
EON Resource Inc. 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 EON Resource Inc. 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 May 28, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: EON Resources Inc. Registration Statement on Form S-1, as amended Originally Filed May 9, 2025 File No. 333-287171 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations und |
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| May 23, 2025 |
As filed with the Securities and Exchange Commission on May 23, 2025 As filed with the Securities and Exchange Commission on May 23, 2025 Registration No. |
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| May 23, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) EON Resources Inc. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum A |
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| May 21, 2025 |
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 19, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 21, 2025 |
Exhibit 99.4 EON Resources Inc. NYSE American: EONR Corporate Slide Presentation May 2025 Disclaimer • This presentation of EON Resources Inc. (“EON” or the “Company”) shall not constitute a “solicitation” as defined in Rule 14a - 1 of the Securities Exchange Act of 1934, as amended. • This presentation is not an offer, or a solicitation of an offer, to buy or sell any investment or other specific |
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| May 21, 2025 |
Exhibit 99.1 EON Resources Inc. Announces Results for the First Quarter of 2025 Cost Reductions and Balance Sheet Improvements Result in Improved Bottom Line and Income from Operations HOUSTON, TX / May 19, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with oil and gas properties in the Permian Basin. Today, the Company reports r |
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| May 21, 2025 |
EON Resources Inc. Posts Updated Investor Deck and Q1 2025 Earnings Call Deck to the Company Website Exhibit 99.2 EON Resources Inc. Posts Updated Investor Deck and Q1 2025 Earnings Call Deck to the Company Website HOUSTON, TX / May 21, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with oil and gas properties in the Permian Basin. Today, the Company posted an updated investor deck and the first quarter of 2025 earnings call deck |
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| May 21, 2025 |
Exhibit 99.3 EON Resources Inc. Conference Call – May 2025 NYSE American: EONR https:// www.EON - R.com/ Presenters and Management Team • Michael J. Porter – Investor Relations • Dante V. Caravaggio – CEO • Mitchell B. Trotter – CFO • Jesse J. Allen – VP of Operations • David M. Smith – General Counsel • Mark H. Williams – VP of Finance 2 EON Resources – Ready for Launch • Trending in right direct |
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| May 19, 2025 |
Letter from Marcum LLP dated May 19, 2025. Exhibit 16.1 FORM 8-K ATTACHMENT - CHANGE OF ACCOUNTANTS’ LETTER May 19, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by EON Resources Inc. under Item 4.01 of its Form 8-K dated May 19, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other s |
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| May 19, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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 13, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41278 EON Resources |
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| May 9, 2025 |
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 8, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 9, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) EON Resources Inc. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximu |
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| May 9, 2025 |
As filed with the Securities and Exchange Commission on May 9, 2025 As filed with the Securities and Exchange Commission on May 9, 2025 Registration No. |
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| May 9, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) EON Resources Inc. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum |
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| May 9, 2025 |
As filed with the Securities and Exchange Commission on May 9, 2025 As filed with the Securities and Exchange Commission on May 9, 2025 Registration No. |
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| April 23, 2025 |
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 23, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File |
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| April 23, 2025 |
EON Resources Inc. Reports Results for the Fiscal Year 2024 Position the Company for Future Growth Exhibit 99.1 EON Resources Inc. Reports Results for the Fiscal Year 2024 Position the Company for Future Growth HOUSTON, TX / April 23, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with oil and gas properties in the Permian Basin. Today, the Company reports revenue and earnings for the fiscal year 2024. Fiscal 2024 was a year wh |
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| April 22, 2025 |
Exhibit 99.2 EON Resources Inc. Conference Call – April 2025 NYSE American: EONR https:// www.EON - R.com/ Presenters • Michael J. Porter – Investor Relations • Dante V. Caravaggio – CEO • Mitchell B. Trotter – CFO • Jesse J. Allen – VP of Operations 2 Why Invest in EON Resources? • World class Permian asset with 1 billion original barrels in place • Repaired and upgraded most of the field conditi |
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| April 22, 2025 |
Exhibit 99.3 EON Resources Inc. NYSE American: EONR Corporate Slide Presentation April 2025 Disclaimer • This presentation of EON Resources Inc. (“EON” or the “Company”) shall not constitute a “solicitation” as defined in Rule 14a - 1 of the Securities Exchange Act of 1934, as amended. • This presentation is not an offer, or a solicitation of an offer, to buy or sell any investment or other specif |
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| April 22, 2025 |
EON Resources Inc. Posts Updated Investor Deck and 2024 Earnings Call Deck to the Company Website Exhibit 99.1 EON Resources Inc. Posts Updated Investor Deck and 2024 Earnings Call Deck to the Company Website HOUSTON, TX / April 22, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with oil and gas properties in the Permian Basin. Today, the Company posted an updated investor deck and the fiscal year 2024 earnings call deck to th |
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| April 22, 2025 |
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 17, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File |
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| April 16, 2025 |
Exhibit 19.1 EON RESOURCES INC. INSIDER TRADING POLICY SUMMARY EON Resources Inc. (the “Company”) has adopted formal policies and procedures to prevent insider trading violations by its officers, directors, employees and related individuals. The following summary is presented in question-and-answer format. The following information is a summary only. All persons subject to the insider trading poli |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to EON Resources, Inc (Exact name of registrant as spe |
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| April 16, 2025 |
Exhibit 99.1 EVALUATION OF CERTAIN OIL AND GAS PROPERTIES LOCATED IN EDDY COUNTY, NEW MEXICO PREPARED FOR EON RESOURCES, INC. AS OF DECEMBER 31, 2024 12770 Coit Road, Suite 907 ● Dallas, Texas 75251 (972) 385-0354 ● [email protected] HAASANDCOBB.COM March 17, 2025 Mr. Jesse J. Allen EON Resources, Inc. 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 Subject: Grayburg-Jackson Field, Eddy Count |
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| April 15, 2025 |
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 14, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 12, 2025 |
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): March 12, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission File |
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| March 12, 2025 |
To Shareholders of EON Resources Inc. (“EON” or the “Company”): Exhibit 99.1 To Shareholders of EON Resources Inc. (“EON” or the “Company”): Re: We Are Moving Heaven and Earth to Increase Shareholder Value by $40MM Greetings from the management team at EON. We have been busy over the last 15 months since we acquired the Grayburg-Jackson oil field property. We spent $3MM in capital to stabilize oil production at nearly 1000 BOPD today by completing major field |
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| March 12, 2025 |
EON Resources Inc. Chairman and CEO Issues Letter to Shareholders Exhibit 99.2 EON Resources Inc. Chairman and CEO Issues Letter to Shareholders HOUSTON, TX / March 12, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with oil and gas properties in the Permian Basin. Today, the Company’s Chairman and CEO issues a letter to the shareholders on current business activity and plans. The letter can be |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 26, 2025 |
Exhibit 99.2 EON Resources Inc. NYSE American: EONR San Andres Horizontal Well Analysis February 2025 February 20, 2025 Grayburg - Jackson Field San Andres Horizontal Well Productivity Analysis 2 • To date there have been no San Andres horizontal wells drilled in the Grayburg - Jackson (G - J) Field immediate area • A comparison of the OIP and expected EUR per foot of lateral from the open hole lo |
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| February 26, 2025 |
Exhibit 99.1 EON Resources Inc. Announces Completion of Preliminary Assessment Which Could Potentially Yield up to 20 million Untapped Barrels of Oil via Horizonal Drilling in the Lower Intervals of the San Andres Formation HOUSTON, TX / February 26, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”), an independent upstream energy company with oil and gas properties in the P |
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| February 26, 2025 |
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): February 26, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 13, 2025 |
Exhibit 10.1 Execution Version PURCHASE, SALE, TERMINATION AND EXCHANGE AGREEMENT This PURCHASE, SALE, TERMINATION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of February 10, 2025 (the “Execution Date”), is entered into by and among Pogo Royalty, LLC, a Texas limited liability company (“Pogo Royalty”), CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limit |
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| February 13, 2025 |
Exhibit 99.1 EON Resources Inc. Announces Agreement with Seller will: Restructure Balance Sheet; Eliminate approximately $40MM in debt and obligations; Purchase the 10% Overriding Royalty Interest in the Property HOUSTON, TX / February 11, 2025 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) announced it has entered into an agreement with Pogo Royalty, LLC (“Pogo” or “Seller”) |
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| February 13, 2025 |
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): February 10, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 12, 2025 |
PURCHASE, SALE, TERMINATION AND EXCHANGE AGREEMENT EX-2.3 2 ea023092801ex2-3eonresource.htm PURCHASE, SALE, TERMINATION AND EXCHANGE AGREEMENT BY AND AMONG THE COMPANY, OPCO, SPAC SUBSIDIARY, HNRA ROYALTIES, POGO ROYALTY, CIC, DENCO, POGO MANAGEMENT, AND 4400, DATED FEBRUARY 10, 2025 Exhibit 2.3 Execution Version PURCHASE, SALE, TERMINATION AND EXCHANGE AGREEMENT This PURCHASE, SALE, TERMINATION AND EXCHANGE AGREEMENT (this “Agreement”), dated as |
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| February 7, 2025 |
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): February 3, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 4, 2025 |
EON Resources Inc. Up to 5,079,050 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-284447 PROSPECTUS EON Resources Inc. Up to 5,079,050 Shares of Class A Common Stock This prospectus relates to the offering from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to an aggregate of 5,079,050 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common |
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| January 31, 2025 |
EON Resource Inc. 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 EON Resource Inc. 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 January 31, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: EON Resources Inc. Registration Statement on Form S-1 Filed January 24, 2025 File No. 333-284447 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securit |
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| January 24, 2025 |
Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is made and entered into as of , 2025 (the “Execution Date”), by and between EON Resources Inc., f/k/a HNR Acquisition Corp., a Delaware corporation (the “Company”), and (the “Noteholder”). The Company and the Noteholder are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” WHEREAS, t |
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| January 24, 2025 |
Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| January 24, 2025 |
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): January 22, 2025 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 24, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) EON Resources Inc. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum |
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| January 24, 2025 |
As filed with the Securities and Exchange Commission on January 23, 2025 As filed with the Securities and Exchange Commission on January 23, 2025 Registration No. |
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| December 10, 2024 |
Submission of Matters to a Vote of Security Holders 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): December 10, 2024 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 26, 2024 |
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 26, 2024 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 26, 2024 |
Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF EON RESOURCES INC. (a Delaware corporation) This Amendment No. 1 to the Bylaws (the “Bylaws”) of EON Resources Inc., a Delaware corporation (the “Corporation”), is effective as of November 26, 2024. WHEREAS, the Board of Directors of the Corporation has approved by unanimous written consent the Amendment No. 1 to the Bylaws as set f |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 22, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 22, 2024 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 22, 2024 |
EON Resources Inc. Announces Postponement of Annual Meeting of Stockholders Until December 10, 2024 Exhibit 99.1 EON Resources Inc. Announces Postponement of Annual Meeting of Stockholders Until December 10, 2024 HOUSTON, TX / November 22, 2024 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with oil and gas properties in the Permian Basin. Today, the Company announced that it anticipates that it will not have a sufficient number of s |
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| November 18, 2024 |
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 18, 2024 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 18, 2024 |
Exhibit 99.2 EON Resources Inc. NYSE American: EONR Corporate Slide Presentation November 2024 Disclaimer • This presentation of EON Resources Inc . (“EON” or the “Company”) shall not constitute a “solicitation” as defined in Rule 14 a - 1 of the Securities Exchange Act of 1934 , as amended . • This presentation is not an offer, or a solicitation of an offer, to buy or sell any investment or other |
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| November 18, 2024 |
EON Resources Inc. Reports Results for the Third Quarter of 2024 Exhibit 99.1 EON Resources Inc. Reports Results for the Third Quarter of 2024 HOUSTON, TX / November 18, 2024 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) is an independent upstream energy company with oil and gas properties in the Permian Basin. Today, the Company reports revenue and earnings for the third quarter and nine months ended September 30, 2024. Third Quarter and |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41278 EON Resou |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| November 14, 2024 |
SC 13G/A 1 ef20038631sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* EON Resources Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 40472A201 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stateme |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 12, 2024 |
EONR / EON Resources Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d811117dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* EON Resources Inc (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 40472A102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) |
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| November 8, 2024 |
EON Resources Inc. Up to 1,847,963 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-282803 PROSPECTUS EON Resources Inc. Up to 1,847,963 Shares of Class A Common Stock This prospectus relates to the offering from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to an aggregate of 1,847,963 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common |
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| November 1, 2024 |
As filed with the Securities and Exchange Commission on November 1, 2024 As filed with the Securities and Exchange Commission on November 1, 2024 Registration No. |
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| November 1, 2024 |
EON Resource Inc. 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 November 1, 2024 EON Resource Inc. 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 November 1, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: EON Resources Inc. Registration Statement on Form S-1, as amended Initially Filed October 24, 2024 File No. 333-282803 Withdrawal of Acceleration Request Ladies and Gentlemen: Reference is made |
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| November 1, 2024 |
EON Resource Inc. 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 EON Resource Inc. 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 November 1, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: EON Resources Inc. Registration Statement on Form S-1, as amended Initially Filed October 24, 2024 File No. 333-282803 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulat |
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| October 29, 2024 |
MATTHEW OGURICK Partner DIRECT TEL: 212-326-0243 FAX: 212-326-0806 mogurick@pryorcashman. |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| October 24, 2024 |
As filed with the Securities and Exchange Commission on October 23, 2024 As filed with the Securities and Exchange Commission on October 23, 2024 Registration No. |
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| October 24, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) EON Resources Inc. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum |
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| October 21, 2024 |
Exhibit 4.1 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| October 21, 2024 |
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): October 15, 2024 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission Fil |
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| September 24, 2024 |
Other Events, Shareholder Director Nominations 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): September 24, 2024 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission F |
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| September 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 18, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HNR ACQUISITION CORP Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of HNR Acquisition Corp (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 2. The name of the |
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| September 18, 2024 |
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): September 16, 2024 EON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission F |
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| September 18, 2024 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF EON RESOURCES INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered ag |
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| September 18, 2024 |
Exhibit 99.2 EON Resources Inc. NYSE American: EONR Corporate Slide Presentation September 2024 Disclaimer • This presentation of EON Resources Inc . (“EON” or the “Company”) shall not constitute a “solicitation” as defined in Rule 14 a - 1 of the Securities Exchange Act of 1934 , as amended . • This presentation is not an offer, or a solicitation of an offer, to buy or sell any investment or othe |
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| September 18, 2024 |
Exhibit 99.1 HNR Acquisition Corp is Now EON Resources Inc. The Name Change to EON Resources Inc. and Change of NYSE Ticker Symbol to EONR Is Now Effective as of September 18, 2024 HOUSTON, TX / September 18, 2024 / EON Resources Inc. (NYSE American: EONR) (“EON” or the “Company”) announced that the Company has changed its corporate name from HNR Acquisition Corp to EON Resources Inc. EON remains |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41278 HNR ACQUISITIO |
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| August 15, 2024 |
SEC FILE NUMBER 001-41278 CUSIP NUMBER 40472A 201 40472A 102 UNITED STATES 40472A 128 SECURITIES AND EXCHANGE COMMISSION 40472A 110 Washington, D. |
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| August 12, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-275378 PROSPECTUS HNR Acquisition Corp Up to 6,468,750 Shares of Class A Common Stock Issuable Upon the Exercise of Public Warrants Up to 15,923,063 Shares of Class A Common Stock This prospectus relates to the offering by us of up to 6,468,750 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) that are iss |
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| August 7, 2024 |
HNR Acquisition Corp 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 HNR Acquisition Corp 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 August 7, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N. |
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| August 5, 2024 |
MATTHEW OGURICK Partner DIRECT TEL: 212-326-0243 FAX: 212-326-0806 mogurick@pryorcashman. |
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| August 5, 2024 |
As filed with the Securities and Exchange Commission on August 5, 2024 As filed with the Securities and Exchange Commission on August 5, 2024 Registration No. |
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| July 25, 2024 |
MATTHEW OGURICK Partner DIRECT TEL: 212-326-0243 FAX: 212-326-0806 mogurick@pryorcashman. |
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| July 25, 2024 |
As filed with the Securities and Exchange Commission on July 25, 2024 As filed with the Securities and Exchange Commission on July 25, 2024 Registration No. |
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| July 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) HNR Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, $0. |
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| July 1, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) HNR Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Common Stock, $0. |
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| July 1, 2024 |
Exhibit 10.31 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and Mitchell B. Trotter, an individual residing in Katy, Texas (“Executive”), must be approved by a majority of the Board of Directors of the Company in order to be binding upon the Company prior to the Effective |
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| July 1, 2024 |
MATTHEW OGURICK Partner DIRECT TEL: 212-326-0243 FAX: 212-326-0806 mogurick@pryorcashman. |
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| July 1, 2024 |
Exhibit 10.32 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and David M. Smith, an individual residing in Houston, Harris County, Texas (“Executive”), must be approved by a majority of the Board of Directors of the Company in order to be binding upon the Company prior to |
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| July 1, 2024 |
As filed with the Securities and Exchange Commission on July 1, 2024 As filed with the Securities and Exchange Commission on July 1, 2024 Registration No. |
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| June 20, 2024 |
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): June 17, 2024 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 |
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| June 20, 2024 |
Exhibit 10.1 AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN HNR Acquisition Corp. AND WHITE LION CAPITAL LLC THIS AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective June 17, 2024 (the “Amendment Effective Date”), is by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company ( |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001 |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 HNR ACQUISITI |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41278 CUSIP NUMBER 40472A 201 40472A 102 40472A 128 40472A 110 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Trans |
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| May 13, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024 As filed with the Securities and Exchange Commission on May 13, 2024 Registration No. |
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| May 13, 2024 |
EX-99.1 2 meteoraex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or reg |
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| May 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) HNR Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, $0. |
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| May 13, 2024 |
HNRA / HNR Acquisition Corp / Meteora Capital, LLC - SC 13G Passive Investment SC 13G 1 meteorasc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HNR Acquisition Corp. (Name of Issuer) Class A Common stock, par value $0.0001 (Title of Class of Securities) 40472A102 (CUSIP Number) May 13, 2024 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| May 13, 2024 |
MATTHEW OGURICK Partner DIRECT TEL: 212-326-0243 FAX: 212-326-0806 mogurick@pryorcashman. |
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| May 10, 2024 |
HNRA / HNR Acquisition Corp / White Lion Capital LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 HNR Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 40472A201 (CUSIP Number) May 3, 2024 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursua |
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| May 3, 2024 |
Exhibit 21.1 SUBSIDIAIRES OF HNR ACQUISITION CORP Subsidiaries Place of Incorporation/Organization HNRA Upstream, LLC Delaware HNRA Partner, Inc. Delaware HNRA Investment, LLC Delaware HNRA Royalties, LLC Delaware Pogo Resources, LLC Texas LH Operating, LLC Texas |
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| May 3, 2024 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 HNR Acquisition Corp (“us”, “our,” “we” or the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”): our Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and |
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| May 3, 2024 |
Exhibit 99.1 EVALUATION OF CERTAIN OIL AND GAS PROPERTIES LOCATED IN EDDY COUNTY NEW MEXICO PREPARED FOR LH OPERATING, LLC AS OF DECEMBER 31, 2023 WILLIAM M. COBB & ASSOCIATES, INC. Worldwide Petroleum Consultants WILLIAM M. COBB & ASSOCIATES, INC. Worldwide Petroleum Consultants 12770 Coit Road, Suite 907 (972) 385-0354 Dallas, Texas Fax: (972) 788-5165 E-Mail: [email protected] February 26, 2024 |
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| May 3, 2024 |
Exhibit 97.1 HNR ACQUISITION CORP CLAWBACK POLICY A. OVERVIEW The Board of Directors (the “Board”) of HNR Acquisition Corp (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. Accordingly, in accordance with the applicable rules of the NYSE American LLC (the “NYSE American Rules” |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HNR ACQUISITION CORP (Exact name of registrant as s |
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| April 23, 2024 |
HNR Acquisition Corp Announces Notice of Failure to Satisfy a Continued Listing Rule or Standard Exhibit 99.1 HNR Acquisition Corp Announces Notice of Failure to Satisfy a Continued Listing Rule or Standard HOUSTON, TX / April 23, 2024 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) is an independent upstream energy company. On April 17, 2024, the Company received a notice (the “NYSE Notice”) from the NYSE American LLC (the “NYSE American”) that the Company is not in co |
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| April 23, 2024 |
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 17, 2024 HNR ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 23, 2024 |
Exhibit 10.1 Execution Version SECOND AMENDMENT TO TERM LOAN AGREEMENT THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is entered into as of April 18, 2024, but effective as of March 31, 2024 (the “Amendment Effective Date”), by and among HNR ACQUISITION CORP, a Delaware corporation (“Borrower”), HNRA UPSTREAM, LLC, a Delaware limited liability company, HNRA PARTNER, INC., a Delawa |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| March 7, 2024 |
Investor Presentation updated as of March 2024. Exhibit 99.1 |
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| March 7, 2024 |
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): March 7, 2024 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 |
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| March 7, 2024 |
HNR Acquisition Corp Posts Updated Investor Deck to the Company Website Exhibit 99.2 HNR Acquisition Corp Posts Updated Investor Deck to the Company Website https://www.hnra-nyse.com/ HOUSTON, TX / March 7, 2024 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) is an independent oil and gas company focused on the acquisition, development, exploration and production of oil and gas properties in the Permian Basin. Today, the Company posted an update |
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| March 7, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN HNR Acquisition Corp. AND WHITE LION CAPITAL LLC THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective March 7, 2024 (the “Amendment Effective Date”), is by and between HNR Acquisition Corp., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company |
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| February 20, 2024 |
HNR Acquisition Corp Posts Updated Investor Deck to the Company Website Exhibit 99.2 HNR Acquisition Corp Posts Updated Investor Deck to the Company Website https://www.hnra-nyse.com/ HOUSTON, TX / February 20, 2024 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) is an independent oil and gas company focused on the acquisition, development, exploration and production of oil and gas properties in the Permian Basin. Today, the Company posted an up |
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| February 20, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 20, 2024 HNR ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission |
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| February 20, 2024 |
Exhibit 99.1 HNR Acquisition Corp Corporate Slide Presentation February 2024 Index • Disclaimers • About the Company • Operations and the Property • The Team 2 Disclaimers Disclaimer • This presentation of HNR Acquisition Corp (“HNRA” or the “Company”) shall not constitute a “solicitation” as defined in Rule 14 a - 1 of the Securities Exchange Act of 1934 , as amended . • The information in this p |
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| February 14, 2024 |
HNRA / HNR Acquisition Corp / Oaktree Capital Group Holdings GP, LLC - SC 13G/A Passive Investment SC 13G/A 1 ef20021419sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* HNR Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 40472A201 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem |
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| February 9, 2024 |
HNRA / HNR Acquisition Corp / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d766606dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HNR Acquisition Corp (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 40472A102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Ch |
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| February 8, 2024 |
HNRA / HNR Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* HNR Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40472A201 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the ap |
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| February 1, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and Mark Williams, an individual residing in Fulshear, Fort Bend, County, Texas (“Executive”), must be approved by a majority of the Board of Directors of the Company in order to be binding upon the Company prior |
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| February 1, 2024 |
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): January 29, 2024 HNR ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-41278 85-4359124 (State or other jurisdiction of incorporation) (Commission F |
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| February 1, 2024 |
HNR Acquisition Corp Announces Mark H. Williams Appointment as Corporate Controller Exhibit 99.1 HNR Acquisition Corp Announces Mark H. Williams Appointment as Corporate Controller HOUSTON, TX / February 1, 2024 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) is an independent oil and gas company focused on the acquisition, development, exploration and production of oil and gas properties in the Permian Basin in Eddy County, New Mexico. Today, the Company a |
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| January 9, 2024 |
MATTHEW OGURICK Partner DIRECT TEL: 212-326-0243 FAX: 212-326-0806 mogurick@pryorcashman. |
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| January 9, 2024 |
As filed with the Securities and Exchange Commission on January 9, 2024 As filed with the Securities and Exchange Commission on January 9, 2024 Registration No. |
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| January 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-1/A (Form Type) HNR Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, $0. |
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| December 20, 2023 |
Exhibit 99.1 HNR Acquisition Corp Names Dante Caravaggio Chief Executive Officer, President and Member of the Board of Directors HOUSTON, TX / December 20, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) is an independent oil and natural gas company focused on the acquisition, development, exploration and production of oil and gas properties in the Permian Basin. The Co |
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| December 20, 2023 |
Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the “Agreement”) is between Diego “Dean” Rojas (the “Individual”) and HNR Acquisition Corp and its affiliates (collectively, the “Company”). RECITALS WHEREAS, the Individual currently serves as a Director and the Chief Executive Officer of the Company. WHEREAS, the parties desire to amicably terminate the Individu |
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| December 20, 2023 |
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): December 17, 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 |
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| December 20, 2023 |
Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of the first date set forth on the signature page hereof, is entered by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and Dante Caravaggio, an individual residing in Katy, Texas (“Executive”), must be approved by a majority of the Board of Directors of the Company |
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| November 24, 2023 |
HNRA / HNR Acquisition Corp / Pogo Royalty, LLC - SCHEDULE 13D Activist Investment SC 13D 1 ea188959-13dpogohnracq.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 HNR ACQUISITION CORP (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 40472A102 (CUSIP Number) Kirk Pogoloff c/o Pogo Royalty, LLC 4809 Cole Avenue, Suite 200 Dallas, TX 75205 |
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| November 24, 2023 |
Joint Filing Agreement, dated as of November 24, 2023, by and among the Reporting Persons. EX-99.1 2 ea188959ex99-1hnracq.htm JOINT FILING AGREEMENT, DATED AS OF NOVEMBER 24, 2023, BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this statement on Schedule 13D (“Statement”) is being jointly filed, and any amendments thereafter sig |
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| November 21, 2023 |
Exhibit 99.4 HNR Acquisition Corp Announces Completion of its Business Combination by Acquisition of Pogo Resources, LLC; HNRA begins Managing and Operating the Grayburg-Jackson Oil Field; HNRA’s Stock will Continue to Trade on the NYSE American Stock Exchange HOUSTON, TX / ACCESSWIRE / November 15, 2023 / HNR Acquisition Corp (NYSE American:HNRA) (the “Company” or “HNRA”), which was a special pur |
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| November 21, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF POGO Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF POGO The following discussion and analysis provide information that the management of Pogo Resources, LLC (referred to as the “Company”, “we”, “us”, “our” and “Pogo”) believes is relevant to an assessment and understanding of Pogo’s consolidated results of operations and financial condition. The d |
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| November 21, 2023 |
Exhibit 10.2 EXECUTION VERSION PROMISSORY NOTE HNRA Upstream, LLC 12.00% Promissory Note THIS PROMISSORY NOTE AND ANY SECURITIES ISSUABLE RELATED TO THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH AC |
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| November 21, 2023 |
Exhibit 10.11 HNR ACQUISITION CORP. 2023 OMNIBUS INCENTIVE PLAN HNR ACQUISITION CORP. 2023 OMNIBUS INCENTIVE PLAN 1. PURPOSE The Plan is intended to (a) provide eligible individuals with an incentive to contribute to the success of the Company and to operate and manage the Company’s business in a manner that provides for the Company’s long-term growth and profitability and that benefits its stockh |
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| November 21, 2023 |
Exhibit 10.8 Execution Version SENIOR SECURED TERM LOAN AGREEMENT HNR ACQUISITION CORP, as Borrower, HNRA UPSTREAM, LLC, HNRA PARTNER, INC., POGO RESOURCES, LLC, and LH OPERATING, LLC, as Guarantors, and FIRST INTERNATIONAL BANK & TRUST, as Lender $28,000,000.00 Senior Secured Term Loan November 15, 2023 TABLE OF CONTENTS Page Article I Definitions and References 1 Section 1.1 Defined Terms 1 Sect |
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| November 21, 2023 |
Exhibit 10.5 EXECUTION VERSION DIRECTOR NOMINATION AND BOARD OBSERVER AGREEMENT THIS DIRECTOR NOMINATION AND BOARD OBSERVER AGREEMENT (this “Agreement”) is made and entered into as of November 15, 2023, by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and CIC Pogo LP, a Delaware limited partnership (“CIC” or “Seller”). Capitalized terms used but not otherwise defined in |
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| November 21, 2023 |
Exhibit 10.9 Execution Version Pledge and Security Agreement This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of November 15, 2023, by HNR ACQUISITION CORP, a Delaware corporation (“Borrower”), HNRA UPSTREAM, LLC, a Delaware limited liability company, HNRA PARTNER, INC., a Delaware corporation, POGO RESOURCES, LLC, a Texas limited liability company, LH OPERATING, LLC, a Texas limit |
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| November 21, 2023 |
Exhibit 10.4 EXECUTION VERSION OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”) is made as of November 15, 2023 (the “Effective Date”), by and between POGO ROYALTY, LLC, a Texas limited liability company, with offices at 4809 Cole Avenue, Suite 200, Dallas, Texas 75205 (“Pogo Royalty”), HNRA ROYALTIES, LLC a Delaware limited liability company with offices at 3730 Kirby Drive, Suite 1200 H |
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| November 21, 2023 |
Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HNRA UPSTREAM, LLC A Delaware limited liability company dated as of November 15, 2023 THE LIMITED LIABILITY COMPANY INTERESTS IN HNRA UPSTREAM, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING I |
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| November 21, 2023 |
Exhibit 10.7 FOUNDER PLEDGE AGREEMENT This Founder Pledge Agreement (the “Agreement”) is made as of November 15, 2023 (the “Execution Date”) by and among HNR Acquisition Corp., a Delaware corporation (the “Company” or the “SPAC”) and the persons listed as Founders on the signature pages hereto (individually, each a “Founder” and, collectively, the “Founders”). Except as otherwise indicated herein, |
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| November 21, 2023 |
Exhibit 21.1 SUBSIDIAIRES OF HNR ACQUISITION CORP Subsidiaries Place of Incorporation/Organization HNRA Upstream, LLC Delaware HNRA Partner, Inc. Delaware HNRA Investment, LLC Delaware HNRA Royalties, LLC Delaware Pogo Resources, LLC Texas LH Operating, LLC Texas |
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| November 21, 2023 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction HNR Acquisition Corp is providing the following unaudited pro forma combined financial information to aid HNRA’s stockholders in their analysis of the financial aspects of the Purchase. The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited p |
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| November 21, 2023 |
Exhibit 2.2 Execution Version Amendment No. 1 to AMENDED AND RESTATED Membership interest purchase AGREEMENT This Amendment No. 1 (this “Amendment”) dated November 14, 2023 (the “Amendment Effective Date” to Amended and Restated Membership Interest Purchase Agreement, dated as of August 28, 2023, is made by and among CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texa |
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| November 21, 2023 |
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 15, 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 |
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| November 21, 2023 |
Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2023, is by and between Pogo Royalty, LLC, a Texas limited liability company (the “Holder”) and HNR Acquisition Corp., a Delaware corporation (the “Company”). RECITALS A. The parties desire that, upon the terms and subject to the conditions and limitations se |
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| November 21, 2023 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of hnr ACQUISITION CORP (a Delaware Corporation) HNR Acquisition Corp, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the name of this corporation is HNR Acquisition Corp and that this corporation was originally incorporated pursuant to the |
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| November 21, 2023 |
Exhibit 10.10 Execution Version GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this agreement, together with all amendments and restatements and all Joinders, this “Guaranty”), dated as of November 15, 2023 (the “Effective Date”), is made by each of the parties listed on the signature pages hereof as a “guarantor” and each other Person who becomes a party hereto pursuant to Section 17 (each, individu |
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| November 21, 2023 |
Exhibit 99.1 POGO RESOURCES, LLC CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) September 30, 2023 AND 2022 Financial Statements Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 2 Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 3 Condensed Consolidated Statements of Owners Equity fo |
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| November 21, 2023 |
Exhibit 10.6 EXECUTION VERSION BACKSTOP AGREEMENT This Backstop Agreement (the “Agreement”) is made as of November 15, 2023 (the “Execution Date”) by and among Pogo Royalty, LLC, a Texas limited liability company (“Pogo Royalty”), HNR Acquisition Corp., a Delaware corporation (the “Company” or the “SPAC”), HNRA Upstream, LLC, a Delaware limited liability company (“OpCo”), and the persons listed as |
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| November 21, 2023 |
Exhibit 2.3 November 15, 2023 VIA E-MAIL HNR Acquisition Corp 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 Attention: Mitchell B. Trotter, CFO Email: [email protected] Re: Settle Up between Parties Dear Mr. Trotter Reference is made to that certain Amended and Restated Membership Interest Purchase Agreement (the “MIPA”), dated as of August 28, 2023 (the “Execution Date”), made by and amon |
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| November 20, 2023 |
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 14, 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 |
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| November 13, 2023 |
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 collecti |
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| November 13, 2023 |
HNR Acquisition Corp Announces Business Combination Approved 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 Gra |
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| November 13, 2023 |
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 Exhib |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 HNR ACQUI |
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| November 13, 2023 |
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 |
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| November 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) HNR Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, $0. |
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| November 7, 2023 |
As filed with the Securities and Exchange Commission on November 7, 2023 As filed with the Securities and Exchange Commission on November 7, 2023 Registration No. |
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| November 3, 2023 |
Exhibit 10.2 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 2, 2023, by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”). WHEREAS, in connection with the transactions contemplated by the Membership Interest Purchase Agreement, dated as of December |
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| November 3, 2023 |
Exhibit 99.1 HNR Acquisition Corp Announces Special Meeting of Shareholders to Approve Business Combination Adjourned until November 13, 2023 HOUSTON, TX / November 3, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) a special purpose acquisition company filed a definitive proxy statement with respect to a special meeting of its stockholders to be held on Monday, October |
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| November 3, 2023 |
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): October 30, 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 F |
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| November 3, 2023 |
Exhibit 10.1 Execution Version Date: November 2, 2023 To: HNR Acquisition Corp, a Delaware corporation (“HNRA”). Address: 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 From: (i) 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 “Seller”) Re: OTC Equity Prep |
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| October 30, 2023 |
Exhibit 10.2 FIRST INTERNATIONAL BANK & TRUST CONFIDENTIAL October 24, 2023 HNR Acquisition Corp. 3730 Kirby, S-1200 Houston, Texas 77098 Attention: Mr. Mitch Trotter Re: First Amendment to Commitment Letter $28,000,000 Senior Secured Term Facility Gentlemen: Reference is made to that certain Commitment Letter dated August 28, 2023, between First International Bank & Trust, a North Dakota banking |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 30, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 24, 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 F |
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| October 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 17, 2023 |
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): October 17, 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 F |
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| October 17, 2023 |
Exhibit 99.1 HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination HOUSTON, TX / October 17, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) announces that, in accordance with the Company’s amended and restated certificate of incorporation, it has received notice from HNRAC Sponsors LLC (the “Sponsor”) of its intention to extend the period |
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| October 17, 2023 |
HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination Exhibit 99.1 HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination HOUSTON, TX / October 17, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) announces that, in accordance with the Company’s amended and restated certificate of incorporation, it has received notice from HNRAC Sponsors LLC (the “Sponsor”) of its intention to extend the period |
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| October 17, 2023 |
Financial Statements and Exhibits, Other Events 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): October 17, 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 F |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 7) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| October 11, 2023 |
HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 October 11, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Jenifer Gallagher, Staff Accountant John Cannarella, Staff Accountant Sandra Wall, Petroleum Engineer John Hodgin, Pe |
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| October 10, 2023 |
HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 October 10, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Jenifer Gallagher, Staff Accountant John Cannarella, Staff Accountant Sandra Wall, Petroleum Engineer John Hodgin, Pe |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| September 27, 2023 |
HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 September 27, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Jenifer Gallagher, Staff Accountant John Cannarella, Staff Accountant Sandra Wall, Petroleum Engineer John Hodgin, |
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| September 13, 2023 |
Exhibit 99.1 HNR Acquisition Corp Corporate Slide Presentation September 2023 Disclaimer • This presentation relates to the potential financing of a portion of a contemplated purchase (the “Purchase”) between HNR Acquisition Corp (“ HNRA ”) and Pogo Resources LLC (“ Pogo”) through a private placement of HNRA’s common stock by potential accredited investors. This presentation shall not constitute a |
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| September 13, 2023 |
Exhibit 1.1 SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated FEBRUARY 10, 2022 September 7, 2023 This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of September 7, 2023, by and between HNR Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Inves |
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| September 13, 2023 |
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): September 7, 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 |
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| September 13, 2023 |
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): September 7, 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 |
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| September 13, 2023 |
Investor Presentation updated as of September 2023. Exhibit 99.1 HNR Acquisition Corp Corporate Slide Presentation September 2023 Disclaimer • This presentation relates to the potential financing of a portion of a contemplated purchase (the “Purchase”) between HNR Acquisition Corp (“ HNRA ”) and Pogo Resources LLC (“ Pogo”) through a private placement of HNRA’s common stock by potential accredited investors. This presentation shall not constitute a |
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| September 13, 2023 |
HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination Exhibit 99.2 HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination HOUSTON, TX / September 13, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) announces that, in accordance with the Company’s amended and restated certificate of incorporation, it has received notice from HNRAC Sponsors LLC (the “Sponsor”) of its intention to extend the perio |
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| September 13, 2023 |
Exhibit 99.3 HNR ACQUISITION CORP ANNOUNCES Filing of Updated Preliminary Proxy Statement HOUSTON, TX / September 13, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) announces that it filed an updated preliminary proxy statement with the Securities and Exchange Commission (“SEC”) on September 11, 2023. Updated Proxy Filing The updated preliminary proxy statement provide |
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| September 13, 2023 |
Exhibit 99.2 HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination HOUSTON, TX / September 13, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) announces that, in accordance with the Company’s amended and restated certificate of incorporation, it has received notice from HNRAC Sponsors LLC (the “Sponsor”) of its intention to extend the perio |
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| September 13, 2023 |
HNR ACQUISITION CORP ANNOUNCES Filing of Updated Preliminary Proxy Statement Exhibit 99.3 HNR ACQUISITION CORP ANNOUNCES Filing of Updated Preliminary Proxy Statement HOUSTON, TX / September 13, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) announces that it filed an updated preliminary proxy statement with the Securities and Exchange Commission (“SEC”) on September 11, 2023. Updated Proxy Filing The updated preliminary proxy statement provide |
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| September 13, 2023 |
Exhibit 1.1 SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated FEBRUARY 10, 2022 September 7, 2023 This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of September 7, 2023, by and between HNR Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Inves |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| September 8, 2023 |
HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 September 8, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Jenifer Gallagher, Staff Accountant John Cannarella, Staff Accountant Sandra Wall, Petroleum Engineer John Hodgin, P |
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| August 30, 2023 |
Exhibit 10.7 Execution Version FIRST INTERNATIONAL BANK & TRUST CONFIDENTIAL August 28, 2023 HNR Acquisition Corp. 3730 Kirby, S-1200 Houston, Texas 77098 Attention: Mr. Mitch Trotter Re: Commitment Letter $28,000,000 Senior Secured Term Facility Gentlemen: You have advised First International Bank & Trust, a North Dakota banking institution (“FIBT” or “Lender”) that HNR Acquisition Corp., a Delaw |
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| August 30, 2023 |
Exhibit 10.2 OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”) is made as of this [•], 2023 (the “Effective Date”), by and between POGO ROYALTY, LLC, a Texas limited liability company, with offices at 4809 Cole Avenue, Suite 200, Dallas, Texas 75205 (“Pogo Royalty”), HNRA UPSTREAM, LLC a Delaware limited liability company with offices at 3730 Kirby Drive, Suite 1200 Houston, Texas 77098 (“ |
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| August 30, 2023 |
Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 20231, is by and among CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), 4400 Holdings, LLC, a Texas limited liability company (“4400”), Pogo Resources Management, LLC (each, a “Holder” and collectively, the “Holders”) |
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| August 30, 2023 |
Exhibit 10.4 EXHIBIT F FORM OF DIRECTOR NOMINATION AND BOARD OBSERVER AGREEMENT THIS DIRECTOR NOMINATION AND BOARD OBSERVER AGREEMENT (this “Agreement”) is made and entered into as of [●], 2023, by and between HNR Acquisition Corp, a Delaware corporation (the “Company”), and CIC Pogo LP, a Delaware limited partnership (“CIC” or “Seller”). Capitalized terms used but not otherwise defined in this Ag |
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| August 30, 2023 |
Exhibit 10.5 BACKSTOP AGREEMENT This Backstop Agreement (the “Agreement”) is made as of [], 2023 (the “Execution Date”) by and among 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 |
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| August 30, 2023 |
Exhibit 10.1 PROMISSORY NOTE HNRA Upstream, LLC [●]% Promissory Note THIS PROMISSORY NOTE AND ANY SECURITIES ISSUABLE RELATED TO THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. This unsecured, s |
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| August 30, 2023 |
Exhibit 2.1 CONFIDENTIAL AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG CIC POGO LP, DENCO RESOURCES, LLC, 4400 HOLDINGS, LLC, POGO RESOURCES MANAGEMENT, LLC, HNR ACQUISITION CORP, HNRA PARTNER, INC., HNRA UPSTREAM LLC, AND HNRAC SPONSORS LLC (solely with respect to Section 6.20) AUGUST 28, 2023 Table of Contents Page Article I Definitions; Construction 2 Section 1.1 Defi |
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| August 30, 2023 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of hnr ACQUISITION CORP (a Delaware Corporation) HNR Acquisition Corp, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the name of this corporation is HNR Acquisition Corp and that this corporation was originally incorporated pursuant to the |
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| August 30, 2023 |
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): August 28, 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 Fi |
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| August 30, 2023 |
HNR Acquisition Corp Announces Amended and Restated Membership Interest Purchase Agreement Exhibit 99.1 HNR Acquisition Corp Announces Amended and Restated Membership Interest Purchase Agreement HOUSTON, TX / August 30, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) announces that on August 28, 2023, the Company signed an Amended and Restated Membership Interest Purchase Agreement (“A&R MIPA”) to purchase all of the equity interests of a New Mexico based oil |
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| August 30, 2023 |
Exhibit 10.3 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HNRA UPSTREAM, LLC A Delaware limited liability company dated as of [] THE LIMITED LIABILITY COMPANY INTERESTS IN HNRA UPSTREAM, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIAN |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 HNR ACQUISITIO |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41278 CUSIP NUMBER 40472A 201 40472A 102 40472A 128 40472A 110 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transi |
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| August 10, 2023 |
Financial Statements and Exhibits, Other Events 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): August 8, 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 Fi |
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| August 10, 2023 |
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): August 8, 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 Fi |
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| August 10, 2023 |
HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination Exhibit 99.1 HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination HOUSTON, TX / ACCESSWIRE / August 8, 2023 / HNR Acquisition Corp (NYSE American:HNRA) (the “Company” or “HNRA”) announces that, in accordance with the Company’s amended and restated certificate of incorporation, it has received notice from HNRAC Sponsors LLC (the “Sponsor”) of its intention to extend t |
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| August 10, 2023 |
Press release of HNR Acquisition Corp, dated August 8, 2023 Exhibit 99.1 HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination HOUSTON, TX / ACCESSWIRE / August 8, 2023 / HNR Acquisition Corp (NYSE American:HNRA) (the “Company” or “HNRA”) announces that, in accordance with the Company’s amended and restated certificate of incorporation, it has received notice from HNRAC Sponsors LLC (the “Sponsor”) of its intention to extend t |
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| July 14, 2023 |
Financial Statements and Exhibits, Other Events 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): July 12, 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 Fil |
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| July 14, 2023 |
HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination Exhibit 99.1 HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination HOUSTON, TX / July 12, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) announces that, in accordance with the Company’s amended and restated certificate of incorporation, it has received notice from HNRAC Sponsors LLC (the "Sponsor") of its intention to extend the period of |
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| July 14, 2023 |
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): July 12, 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 Fil |
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| July 14, 2023 |
Press release of HNR Acquisition Corp, dated July 12, 2023 Exhibit 99.1 HNR Acquisition Corp Announces Extension of Timing for Initial Business Combination HOUSTON, TX / July 12, 2023 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) announces that, in accordance with the Company’s amended and restated certificate of incorporation, it has received notice from HNRAC Sponsors LLC (the "Sponsor") of its intention to extend the period of |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| July 10, 2023 |
HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 July 10, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Jenifer Gallagher, Staff Accountant John Cannarella, Staff Accountant Sandra Wall, Petroleum Engineer John Hodgin, Petro |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| June 16, 2023 |
HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 June 16, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Jenifer Gallagher, Staff Accountant John Cannarella, Staff Accountant Sandra Wall, Petroleum Engineer John Hodgin, Petro |
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| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HNR ACQUISITION CORP (Exact nam |
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| May 24, 2023 |
HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 HNR Acquisition Corp. 3730 Kirby Drive, Suite 1200 Houston, TX 77098 May 24, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F. Street, N.W. Mail Stop 6010/3561 Washington, DC 20549 Attention: Jenifer Gallagher, Staff Accountant John Cannarella, Staff Accountant Re: HNR Acquisition Corp. Form 10-K for the Fiscal |
