HNR Acquisition Corp. Files Amendment No. 1 to S-1 Registration Statement

TL;DR

<b>HNR Acquisition Corp. has filed an amendment to its S-1 registration statement, indicating readiness for a public offering.</b>

AI Summary

HNR Acquisition Corp. (EONR-WT) filed a Amended IPO Registration (S-1/A) with the SEC on January 9, 2024. HNR Acquisition Corp. filed an amendment (No. 1) to its Form S-1 registration statement on January 9, 2024. The company is incorporated in Delaware and its principal executive offices are located in Houston, TX. The filing is for a registration statement under the Securities Act of 1933. HNR Acquisition Corp. is classified as a smaller reporting company and an emerging growth company. The filing indicates the proposed sale of securities will commence as soon as practicable after the effective date.

Why It Matters

For investors and stakeholders tracking HNR Acquisition Corp., this filing contains several important signals. This amendment signifies progress in HNR Acquisition Corp.'s plan to offer securities to the public, potentially providing capital for its operations or acquisitions. As an emerging growth company and smaller reporting company, HNR Acquisition Corp. may benefit from certain regulatory accommodations, impacting its reporting and compliance obligations.

Risk Assessment

Risk Level: low — HNR Acquisition Corp. shows low risk based on this filing. The filing is an S-1/A amendment, which is a procedural step in the registration process and does not contain new financial performance data or significant business updates that would alter the risk profile.

Analyst Insight

Monitor for the effectiveness of the registration statement and subsequent announcements regarding the public offering details.

Key Numbers

• 1 — Amendment Number (Amendment No. 1 to Form S-1)
• 2024-01-09 — Filing Date (Filed as of date)
• 333-275378 — SEC File Number (Registration No.)
• 1311 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• HNR Acquisition Corp (company) — Registrant
• Dante Caravaggio (person) — Chief Executive Officer
• Matthew Ogurick (person) — Agent for service
• Pryor Cashman LLP (company) — Legal counsel
• Delaware (jurisdiction) — State of incorporation
• Houston, TX (location) — Principal executive offices
• 333-275378 (registration_number) — SEC File Number

Forward-Looking Statements

• HNR Acquisition Corp. will complete its initial public offering within the next 6 months. (HNR Acquisition Corp.) — medium confidence, target: 2024-07-09
• The company will announce a target acquisition in the crude petroleum and natural gas sector. (HNR Acquisition Corp.) — high confidence, target: 2025-01-09

FAQ

Industry Context

HNR Acquisition Corp. operates within the crude petroleum and natural gas industry, as indicated by its SIC code.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Review the full S-1/A filing for details on the proposed securities offering.
2. Track future SEC filings for updates on the registration statement's effectiveness and offering commencement.
3. Research the management team and any identified target acquisition companies.

Year-Over-Year Comparison

This is an amendment to a previously filed S-1 registration statement, indicating ongoing procedural steps rather than a new initial filing.

Key Financial Figures

• $0.0001 — of our Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), con
• $11.50 — Warrants") having an exercise price of $11.50 per share, (ix) up to 6,468,750 shares
• $0.01 — nsideration: (i) a purchase of price of $0.01 per share of Class A Common Stock for t
• $10.00 — (ii) a purchase price of approximately $10.00 per share of Class A Common Stock for t
• $5.00 — Royalty, LLC; (iii) a purchase price of $5.00 per share of Class A Common Stock for t
• $10.86 — for services rendered; (vi) a price of $10.86 per share for the Commitment Shares; an
• $150,000,000 — receive proceeds of up to an additional $150,000,000 from the sale of the shares to White Li
• $1.97 — price for our Class A Common Stock was $1.97. Because, in the near term, the exercis
• $900,000 — the SPAC Contribution, OpCo contributed $900,000 to SPAC Subsidiary in exchange for 100%
• $31,074,127 — nterests was: (a) cash in the amount of $31,074,127 in immediately available funds (the "Ca
• $15,000,000 — t"), (c) the Seller Class B Shares, (d) $15,000,000 payable through a promissory note to Se
• $1,925,873 — r 21, 2023, to settle and pay to Seller $1,925,873 from sales proceeds received from oil a
• $10.95 — to the Closing, which was approximately $10.95 per share, or $49,362,479 in the aggreg
• $49,362,479 — was approximately $10.95 per share, or $49,362,479 in the aggregate. The remaining balance
• $12,979,300 — ng effect to the Redemption Rights) was $12,979,300. Immediately upon the Closing, Pogo R

Filing Documents

• ea189660-s1a1_hnracq.htm (S-1/A) — 3636KB
• ea189660ex5-1_hnracq.htm (EX-5.1) — 30KB
• ea189660ex23-1_hnracq.htm (EX-23.1) — 2KB
• ea189660ex23-3_hnracq.htm (EX-23.3) — 2KB
• ea189660ex-fee_hnracq.htm (EX-FILING FEES) — 16KB
• ex5-1_001.jpg (GRAPHIC) — 21KB
• ex5-1_002.jpg (GRAPHIC) — 6KB
• 0001213900-24-002056.txt (&nbsp;) — 8646KB
• hnra-20230930.xsd (EX-101.SCH) — 58KB
• hnra-20230930_cal.xml (EX-101.CAL) — 34KB
• hnra-20230930_def.xml (EX-101.DEF) — 268KB
• hnra-20230930_lab.xml (EX-101.LAB) — 495KB
• hnra-20230930_pre.xml (EX-101.PRE) — 277KB
• ea189660-s1a1_hnracq_htm.xml (XML) — 676KB

Risk Factors

Risk Factors 19 About this Offering 21 Summary Historical Financial Information of HNRA 23 Summary Historical Consolidated Financial Information of Pogo 24 Summary Unaudited Pro Forma Combined Financial Information 25

Risk Factors

Risk Factors 27 Special Note Regarding Forward-Looking Statements 59 Committed Equity Financing 61 Use of Proceeds 62 Unaudited Pro Forma Combined Financial Information 63 Management's Discussion and Analysis of Financial Condition and Results of Operations of Pogo 84

Business

Business of HNRA 95 Management's Discussion and Analysis of Financial Condition and Results of Operations of HNRA 102 Management 110 Compensation of Executive Officers and Directors 116 Beneficial 120 Market Prices and Dividends 122 Certain Relationships and Related Transactions 123 Selling Securityholders 126 Description of Securities 129 Material United States Federal Income Tax Considerations 136 Securities Act Restrictions on Resale of Our Securities 140 Plan of Distribution 141 Legal Matters 143 Experts 143 Where You Can Find More Information 143 Index to Financial Statements F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities Exchange Commission (the "SEC"), under which the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of shares of Class A Common Stock issuable upon the exercise of Public Warrants, the Private Placement Warrants, or the Private Warrants. We will receive proceeds to the extent there are any cash exercises of the Public Warrants, the Private Placement Warrants, or the Private Warrants. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement, or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an o

View Full Filing

View this S-1/A filing on SEC EDGAR