HNR Acquisition Corp. Files S-1 Amendment

TL;DR

HNR Acquisition Corp. filed another S-1 amendment, still working on going public. Energy sector SPAC.

AI Summary

HNR Acquisition Corp. filed Amendment No. 4 to its Form S-1 on July 25, 2024, as part of its registration process under the Securities Act of 1933. The company, incorporated in Delaware, is involved in the crude petroleum and natural gas industry, with its principal executive offices located at 3730 Kirby Drive, Suite 1200, Houston, TX. Dante Caravaggio serves as the Chief Executive Officer.

Why It Matters

This filing indicates HNR Acquisition Corp. is continuing its process to become a publicly traded company, which could lead to new investment opportunities or market activity in the energy sector.

Risk Assessment

Risk Level: medium — As a SPAC, the company's success is tied to its ability to find and merge with a target company, which carries inherent risks.

Key Numbers

• 333-275378 — SEC File Number (Identifies the registration statement)
• 0001842556 — Central Index Key (Unique identifier for the filer)

Key Players & Entities

• HNR Acquisition Corp. (company) — Registrant
• July 25, 2024 (date) — Filing date of Amendment No. 4
• Securities Act of 1933 (legislation) — Governing act for the registration
• Delaware (jurisdiction) — State of incorporation
• Crude Petroleum & Natural Gas (industry) — Company's SIC code
• 3730 Kirby Drive, Suite 1200, Houston, TX (address) — Principal executive offices
• Dante Caravaggio (person) — Chief Executive Officer
• Matthew Ogurick, Esq. (person) — Legal counsel for communications
• Pryor Cashman LLP (company) — Legal firm

FAQ

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
• $2.73 — price for our Class A Common Stock was $2.73. 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

• ea0209878-s1a4_hnracq.htm (S-1/A) — 3073KB
• ea020987801ex5-1_hnracq.htm (EX-5.1) — 32KB
• ea020987801ex23-1_hnracq.htm (EX-23.1) — 2KB
• ea020987801ex23-3_hnracq.htm (EX-23.3) — 3KB
• ea020987801ex-fee_hnracq.htm (EX-FILING FEES) — 57KB
• image_001.jpg (GRAPHIC) — 35KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• ex5-1_002.jpg (GRAPHIC) — 3KB
• 0001013762-24-001086.txt ( ) — 11115KB
• 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
• ea0209878-s1a4_hnracq_htm.xml (XML) — 1194KB

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 o

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View this S-1/A filing on SEC EDGAR