HNR Acquisition Corp. Files 8-K: Material Agreement & Equity Sales

Ticker: EONR-WT · Form: 8-K · Filed: Mar 7, 2024 · CIK: 1842556

Sentiment: neutral

Topics: material-agreement, equity-sale, disclosure

Related Tickers: HNRA

TL;DR

HNR Acquisition Corp. filed an 8-K on March 7, 2024, detailing a material definitive agreement and unregistered equity sales.

AI Summary

HNR Acquisition Corp. announced on March 7, 2024, that it has entered into a Material Definitive Agreement. The company, which operates in the crude petroleum and natural gas sector, also disclosed unregistered sales of equity securities and provided financial statements and exhibits as part of this filing.

Why It Matters

This filing indicates significant corporate activity for HNR Acquisition Corp., potentially involving new business deals or financing events that could impact its stock.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce complexities and potential risks for investors.

Key Players & Entities

FAQ

What is the nature of the Material Definitive Agreement announced by HNR Acquisition Corp. on March 7, 2024?

The filing does not specify the details of the Material Definitive Agreement, only that one has been entered into.

What type of equity securities were sold in the unregistered sales by HNR Acquisition Corp.?

The filing mentions 'Unregistered Sales of Equity Securities' but does not specify the type of securities sold.

What is the primary business of HNR Acquisition Corp. according to the filing?

HNR Acquisition Corp. is primarily involved in Crude Petroleum & Natural Gas, with SIC code 1311.

When was the earliest event reported in this 8-K filing?

The earliest event reported is dated March 7, 2024.

What are the key items reported in this 8-K filing by HNR Acquisition Corp.?

The key items reported are Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, and Financial Statements and Exhibits.

Filing Stats: 1,108 words · 4 min read · ~4 pages · Grade level 12 · Accepted 2024-03-07 08:45:19

Key Financial Figures

Filing Documents

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on October 17, 2022, HNR Acquisition Corp, a Delaware corporation (the "Company"), entered into a common stock purchase agreement (the "Common Stock Purchase Agreement") and a related registration rights agreement (the "White Lion RRA") with White Lion Capital, LLC, a Nevada limited liability company ("White Lion"). Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $150,000,000 in aggregate gross purchase price of newly issued shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms by the Common Stock Purchase Agreement. On March 7, 2024, the Company entered into an Amendment No. 1 to Common Stock Purchase Agreement (the "Amendment") with White Lion. Pursuant to the Amendment, the Company and White Lion agreed to a fixed number of Commitment Shares equal to 440,000 shares of Common Stock to be issued to White Lion in consideration for commitments of White Lion under the Common Stock Purchase Agreement, which the Company agreed to include all of the Commitment Shares on the Initial Registration Statement filed by the Company. In addition, pursuant to the Amendment, the Company may, from time to time while a Purchase Notice is active, issue a Rapid Purchase Notice to White Lion which the parties will close on the Rapid Purchase within two Business Days of the applicable Rapid Purchase Date. Furthermore, White Lion agreed that, on any single Business Day, it shall not publicly resell an aggregate amount of Commitment Shares in an amount that exceeds 7% of the daily trading volume of the Common Stock for the preceding Business Day. Finally, pursuan

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities The information set forth in "Item 1.01 Entry into a Material Definitive Agreement" relating to the issuance of Common Stock is incorporated by reference herein in its entirety. The Company will issue the Common Stock in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same. 1

01 Regulation

Item 7.01 Regulation FD Disclosure. Attached as Exhibit 99.1 is an updated investor presentation for use by the Company in meetings with certain of its stockholders, investors, and other persons. In addition, on March 7, 2024, the Company issued a press release announcing the posting of the updated investor presentation on the Company's website. A copy of the press release is filed as Exhibit 99.2 to this this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and in Exhibit 99.1 and Exhibit 99.2 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits The following exhibits are being filed herewith: Exhibit Number Description 10.1 Amendment No. 1 to Common Stock Purchase Agreement between HNR Acquisition Corp and White Lion Capital LLC, dated March 7, 2024 99.1 Investor Presentation updated as of March 2024. 99.2 Press Release of the Company dated March 7, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. March 7, 2024 HNR Acquisition Corp By: /s/ Mitchell B. Trotter Name: Mitchell B. Trotter Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing