HNR Acquisition Corp. Files 8-K: Material Agreement & Equity Sales
Ticker: EONR-WT · Form: 8-K · Filed: Jun 20, 2024 · CIK: 1842556
Sentiment: neutral
Topics: material-agreement, equity-sale, filing
Related Tickers: HNRA
TL;DR
HNRA filed an 8-K for a material agreement and equity sales, check for details.
AI Summary
HNR Acquisition Corp. announced on June 17, 2024, that it entered into a Material Definitive Agreement. The company, focused on crude petroleum and natural gas, also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales were not provided in this summary.
Why It Matters
This filing indicates significant corporate activity for HNR Acquisition Corp., potentially involving new business ventures or financial restructuring that could impact its stock performance.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce complexities and potential risks related to the company's financial structure and future operations.
Key Players & Entities
- HNR Acquisition Corp. (company) — Registrant
- June 17, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-41278 (identifier) — Commission File Number
- 85-4359124 (identifier) — IRS Employer Identification No.
- 3730 Kirby Drive, Suite 1200 Houston, Texas (address) — Business and Mail Address
FAQ
What is the nature of the Material Definitive Agreement entered into by HNR Acquisition Corp. on June 17, 2024?
The filing indicates the entry into a Material Definitive Agreement, but the specific details of this agreement are not elaborated upon in the provided text.
What type of equity securities were sold by HNR Acquisition Corp. under the unregistered sales provision?
The filing mentions unregistered sales of equity securities, but the specific type and details of these sales are not detailed in the provided text.
What are the primary business activities of HNR Acquisition Corp.?
HNR Acquisition Corp. is involved in Crude Petroleum & Natural Gas, as indicated by its Standard Industrial Classification code.
When was HNR Acquisition Corp. incorporated, and in which jurisdiction?
HNR Acquisition Corp. was incorporated in Delaware.
What is the fiscal year end for HNR Acquisition Corp.?
The fiscal year end for HNR Acquisition Corp. is December 31st.
Filing Stats: 942 words · 4 min read · ~3 pages · Grade level 13.1 · Accepted 2024-06-20 08:45:31
Key Financial Figures
- $0.0001 — tered Class A Common Stock, par value $0.0001 per share HNRA NYSE American Rede
- $11.50 — A Common Stock at an exercise price of $11.50 per share HNRAW NYSE American Ind
- $150,000,000 — n to purchase, from time to time, up to $150,000,000 in aggregate gross purchase price of ne
Filing Documents
- ea0208075-8k_hnracq.htm (8-K) — 34KB
- ea0208075ex10-1_hnracq.htm (EX-10.1) — 20KB
- 0001213900-24-054031.txt ( ) — 277KB
- hnra-20240617.xsd (EX-101.SCH) — 4KB
- hnra-20240617_def.xml (EX-101.DEF) — 26KB
- hnra-20240617_lab.xml (EX-101.LAB) — 36KB
- hnra-20240617_pre.xml (EX-101.PRE) — 25KB
- ea0208075-8k_hnracq_htm.xml (XML) — 6KB
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 (as amended, the "Common Stock Purchase Agreement") 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"), defined herein shall have the meaning given to such terms by the Common Stock Purchase Agreement. As previously disclosed, on March 7, 2024, the Company entered into an Amendment No. 1 to Common Stock Purchase Agreement (the "1 st Amendment") with White Lion. On June 17, 2024, the Company entered into an Amendment No. 2 to Common Stock Purchase Agreement (the "2 nd Amendment") with White Lion. Pursuant to the 2 nd Amendment, the Company and White Lion agreed to amend the process of a Rapid Purchase, whereby the parties will close on the Rapid Purchase on the trading day the notice of the applicable Rapid Purchase is given. The 2 nd Amendment, among other things, also removed the maximum number of shares required to be purchased upon notice of a Rapid Purchase, added a limit of 100,000 shares of Common Stock per individual request, and revised the purchase price of a Rapid Purchase to equal the lowest traded price of Common Stock during the one hour following White Lion's acceptance of the Rapid Purchase for each request. In addition, 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
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.
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. 2 to Common Stock Purchase Agreement between HNR Acquisition Corp and White Lion Capital LLC, dated June 17, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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. June 20, 2024 HNR Acquisition Corp By: /s/ Mitchell B. Trotter Name: Mitchell B. Trotter Title: Chief Financial Officer 2