HNR Acquisition Corp. Files S-1/A Amendment
Ticker: EONR-WT · Form: S-1/A · Filed: Jul 1, 2024 · CIK: 1842556
Sentiment: neutral
Topics: spac, energy, filing-amendment
TL;DR
HNR ACQ filed an S-1/A amendment today. Energy SPAC moving forward.
AI Summary
HNR Acquisition Corp. filed an S-1/A amendment on July 1, 2024, for its registration statement (No. 333-275378). The company, incorporated in Delaware, is in the crude petroleum & natural gas industry, with its principal executive offices located at 3730 Kirby Drive, Suite 1200, Houston, TX. Dante Caravaggio is listed as the Chief Executive Officer.
Why It Matters
This filing indicates ongoing regulatory activity for HNR Acquisition Corp., a special purpose acquisition company (SPAC) in the energy sector, as it progresses through its registration process.
Risk Assessment
Risk Level: medium — As a SPAC, HNR Acquisition Corp. faces inherent risks related to finding a suitable acquisition target and completing a business combination within its timeframe.
Key Numbers
- 333-275378 — SEC File Number (Identifies the specific registration for HNR Acquisition Corp.)
- 1311 — SIC Code (Indicates the company operates in the Crude Petroleum & Natural Gas sector.)
Key Players & Entities
- HNR Acquisition Corp. (company) — Registrant
- 0001213900-24-057751 (filing_id) — Accession Number
- 20240701 (date) — Filing Date
- 333-275378 (registration_number) — SEC File Number
- 1311 (sic_code) — Standard Industrial Classification for Crude Petroleum & Natural Gas
- 854359124 (tax_id) — IRS Number
- DE (jurisdiction) — State of Incorporation
- 3730 Kirby Drive, Suite 1200 Houston, TX 77098 (address) — Business and Mail Address
- 713.834.1145 (phone_number) — Business Phone
- Dante Caravaggio (person) — Chief Executive Officer
FAQ
What is the purpose of this S-1/A filing?
This is an amendment (Amendment No. 3) to the Form S-1 registration statement filed by HNR Acquisition Corp. to update information and comply with SEC requirements.
When was this amendment filed?
The amendment was filed with the SEC on July 1, 2024.
What industry does HNR Acquisition Corp. operate in?
HNR Acquisition Corp. is classified under Standard Industrial Classification code 1311, which corresponds to Crude Petroleum & Natural Gas.
Who is the Chief Executive Officer of HNR Acquisition Corp.?
Dante Caravaggio is listed as the Chief Executive Officer.
Where are HNR Acquisition Corp.'s principal executive offices located?
The principal executive offices are located at 3730 Kirby Drive, Suite 1200, Houston, TX 77098.
Filing Stats: 4,652 words · 19 min read · ~16 pages · Grade level 19.8 · Accepted 2024-07-01 14:17:08
Key Financial Figures
- $0.0001 — of our Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") that
- $11.50 — Warrants") having an exercise price of $11.50 per share that were issued in connectio
- $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
- $6.77 — ned herein), with an effective price of $6.77 per share of Class A Common Stock; (v)
- $10.11 — ces rendered with an effective price of $10.11 per share of Class A Common Stock; (vi)
- $10.86 — f Class A Common Stock; (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
- $2.63 — price for our Class A Common Stock was $2.63. Because, in the near term, the exercis
- $75,000,000 — $10.00 per Unit, generating proceeds of $75,000,000. Additionally, the underwriter fully ex
- $11,250,000 — for which we received cash proceeds of $11,250,000. Simultaneously with the closing of the
- $5,050,000 — $10.00 per unit generating proceeds of $5,050,000 in a private placement to our Sponsor a
- $900,000 — the SPAC Contribution, OpCo contributed $900,000 to SPAC Subsidiary in exchange for 100%
Filing Documents
- ea0208310-s1a3_hnracq.htm (S-1/A) — 3239KB
- ea020831001ex5-1_hnracq.htm (EX-5.1) — 32KB
- ea020831001ex10-31_hnracq.htm (EX-10.31) — 93KB
- ea020831001ex10-32_hnracq.htm (EX-10.32) — 93KB
- ea020831001ex23-1_hnracq.htm (EX-23.1) — 2KB
- ea020831001ex23-3_hnracq.htm (EX-23.3) — 3KB
- ea020831001ex-fee_hnracq.htm (EX-FILING FEES) — 32KB
- image_001.jpg (GRAPHIC) — 35KB
- ex5-1_001.jpg (GRAPHIC) — 7KB
- ex5-1_002.jpg (GRAPHIC) — 3KB
- 0001213900-24-057751.txt ( ) — 11614KB
- hnra-20240331.xsd (EX-101.SCH) — 87KB
- hnra-20240331_cal.xml (EX-101.CAL) — 69KB
- hnra-20240331_def.xml (EX-101.DEF) — 471KB
- hnra-20240331_lab.xml (EX-101.LAB) — 767KB
- hnra-20240331_pre.xml (EX-101.PRE) — 479KB
- ea0208310-s1a3_hnracq_htm.xml (XML) — 1254KB
Risk Factors
Risk Factors 11 Special Note Regarding Forward-Looking Statements 43 White Lion Committed Equity Financing 45
Use of Proceeds
Use of Proceeds 48 Business of HNRA 60
Management's Discussion and Analysis of Financial Condition and Results
Management's Discussion and Analysis of Financial Condition and Results of Operations of HNRA 87 Management 100 Compensation of Executive Officers and Directors 105 Beneficial Ownership of Securities 116 Market Prices and Dividends 118 Certain Relationships and Related Transactions 119 Selling Securityholders 122
Description of Securities
Description of Securities 128 Material United States Federal Income Tax Considerations 135 Securities Act Restrictions on Resale of Our Securities 139 Plan of Distribution 140 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 (a) the Company may issue shares of Class A Common Stock issuable upon exercise of the Public Warrants and (b) the Selling Securityholders may, from time to time, sell the Resale 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 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 offer to sell these securities in any jurisdiction where such offer or sale is not permitted. No dealer, salesperson, or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement