Production and Sales - Average daily production for Q1 2024 was 880 BOE per day, down from 1,022 BOE per day in 2023, attributed to increased well downtime and a 10% royalty interest conveyance[167]. - Oil and natural gas sales decreased by 58% to approximately $1,997,247 for the three months ended March 31, 2024, compared to the same period in 2023, driven by a 5% decrease in realized prices and a 24% decrease in production volumes[187]. - Average daily production of oil decreased from 1,021 Bbl in Q1 2023 to 766 Bbl in Q1 2024, while natural gas production decreased from 965 Mcf to 739 Mcf[188]. Financial Performance - Total revenues for Q1 2024 were $3,283,099, a significant decrease from $7,759,190 in Q1 2023[185]. - Average realized oil price per barrel in Q1 2024 was $70.06, down from $73.45 in Q1 2023, reflecting a decrease of approximately 5%[181]. - Average NYMEX oil price for Q1 2024 was $77.56 per barrel, a 2% increase compared to $76.08 in Q1 2023[181]. - Average NYMEX natural gas price for Q1 2024 was $2.13 per Mcf, representing a 20% decrease from $2.65 per Mcf in Q1 2023[182]. - Total expenses for Q1 2024 were $6,370,708, compared to $5,534,684 in Q1 2023, indicating an increase of approximately 15%[185]. - The company recorded a loss on derivative contracts of $1,997,247 for Q1 2024, compared to a gain of $417,034 in Q1 2023, with unrealized losses of $1,860,093 in Q1 2024[189]. - Positive cash flow from operations was $1,526,558 for Q1 2024, down from $3,207,922 in Q1 2023, primarily due to decreased production volumes[202]. Expenses and Liabilities - General and administrative expenses rose to $2,309,824 in Q1 2024, up from $1,271,416 in Q1 2023, reflecting a significant increase of approximately 81%[185]. - Lease operating expenses increased by 42% per BOE, from $27.50 in Q1 2023 to $38.96 in Q1 2024, totaling $3,123,525[192]. - Interest expense surged to $1,860,582 in Q1 2024 from $315,092 in Q1 2023, driven by the Senior Secured Term Loan and Private Notes Payable[195]. - The company had a working capital deficit of $24,263,954 as of March 31, 2024, raising substantial doubt about its ability to continue as a going concern[199]. Asset Management and Obligations - The company operates 100% of its net acreage, which consists of approximately 13,700 gross acres[166]. - The conveyance of a 10% overriding royalty interest resulted in a loss of $816,011 and decreased the company's reserve balance and current net production volumes[183]. - The company has significant asset retirement obligations primarily related to plugging and abandoning wells, with future costs being difficult to estimate due to changing technologies and regulations[214]. - The present value calculation of asset retirement obligations involves numerous assumptions, including credit-adjusted discount rates and timing of settlement, which can impact the financial statements[215]. - The company records liabilities for ongoing litigation and environmental remediation, with actual costs potentially varying from estimates due to legal interpretations and regulatory changes[217]. Financial Instruments and Agreements - The company uses derivative financial instruments to mitigate commodity price risk, with changes in fair value recognized in the consolidated statements of operations[219]. - The fair value of the Forward Purchase Agreement liability was estimated using a Monte-Carlo Simulation, considering future stock price simulations and contractual terms[218]. - The company has a three-year Common Stock Purchase Agreement with a maximum funding limit of $150,000,000 to support operations and production growth[200]. - The company received a notice from NYSE American regarding non-compliance with listing standards due to a delayed Form 10-K filing, which was resolved on May 2, 2024[168].

Production and Sales - Average daily production for the year ended December 31, 2023, was 1,022 BOE per day, a decrease of 21% from 1,296 BOE per day in 2022[397] - Oil production decreased from 397 MBbl in 2022 to 349 MBbl in 2023, while natural gas production fell from 457 MMcf to 355 MMcf[416] - Oil and natural gas sales decreased by 34% for the year ended December 31, 2023, driven by a 24% decrease in realized prices and a 21% decrease in production volumes[415] Revenue and Pricing - Total revenues for the year ended December 31, 2023, were $2,975,661, a decrease of 88% compared to $24,238,482 for the Predecessor period in 2023[414] - The average NYMEX oil price for the year ended December 31, 2023, was $77.64 per barrel, which is 18% lower than the average price of $94.79 per barrel in 2022[408] - Realized oil price per barrel after reflecting settled derivatives was $69.06 for the year ended December 31, 2023, compared to $78.09 for the year ended December 31, 2022[408] - Average sales price for crude oil was $65.11 per barrel for the Successor period, down from $73.58 per barrel for the Predecessor period[414] - The average realized oil price per barrel decreased from $78.09 in 2022 to $73.82 in 2023, with realized losses on commodity derivatives amounting to $1,266,277 in 2023 compared to $6,978,790 in 2022[418] - Other revenue increased to $571,189 in 2023 from $255,952 in 2022, attributed to a new water services contract[420] Expenses - Lease operating expenses rose by 20.5% from $8,418,739 in 2022 to $10,146,119 in 2023, with per BOE costs increasing 53% from $17.79 to $27.20[421] - General and administrative expenses surged to $7,253,384 in 2023 from $2,953,202 in 2022, primarily due to increased legal and professional service costs[426] - Production taxes, transportation, and processing expenses for the Successor period were $226,062, compared to $2,117,800 for the Predecessor period[414] Financial Position - As of December 31, 2023, the company had outstanding debt totaling $46,150,203, with a working capital deficit of $13,300,601[436] - The company reported a net cash flow from operations of $8,675,037 for the year ended December 31, 2023, on a pro forma basis[437] Asset Management - The conveyance of a 10% overriding royalty interest to Pogo Royalty resulted in a loss of $816,011 and decreased the reserve balance and current net production volumes[411] - The loss on asset sales was $816,011 in 2023, attributed to the conveyance of a 10% overriding royalty interest[433] - The company recorded a gain of $3,268,581 related to the change in fair value of the forward purchase agreement for the Successor period[431] - Acquisition costs during the Successor period amounted to $9,999,860, including $7,854,660 related to the Forward Purchase Agreement[427] Reserves and Impairment - Proved reserve estimates as of December 31, 2023, are subject to significant assumptions and may differ from actual future results[447] - The standardized measure of proved reserves is based on a twelve-month average of commodity prices, which may not reflect current market value[449] - A decline in proved reserves could increase depletion expense, negatively impacting future net income[450] - Management assesses impairment of proved properties based on estimated future recoverable proved reserves and commodity price outlooks[451] Future Obligations and Risk Management - The company has significant obligations for asset retirement, primarily related to plugging and abandoning wells, with future costs being difficult to estimate[452] - The fair value of the Forward Purchase Agreement liability was estimated using a Monte-Carlo Simulation[456] - The company uses derivative financial instruments to mitigate commodity price risk, with changes in fair value recognized in consolidated statements of operations[457]

Financial Position - As of September 30, 2023, the company had cash of $638,736 and working capital of $4,606,920, excluding franchise and income taxes payable [157]. - As of September 30, 2023, the Trust Account held marketable securities valued at $48,974,196, consisting of U.S. Treasury Bills [164]. - As of September 30, 2023, the company had $638,736 in cash and a working capital deficit of $4,606,920 [171]. - The company has no off-balance sheet arrangements as of September 30, 2023 [182]. Operating Results - For the three months ended September 30, 2023, the company reported a net loss of $5,358, with operating costs of $658,742 and interest income of $627,932 from marketable securities [159]. - For the nine months ended September 30, 2023, the company had a net loss of $415,775, consisting of $1,927,221 in operating costs and $2,417,604 in interest income from marketable securities [161]. - The company has a net loss per share of common stock calculated based on the weighted average number of shares outstanding, excluding shares subject to forfeiture [190]. Business Operations - The company has not engaged in any operations or generated revenues to date, with activities focused on organizational tasks and identifying a target company for a business combination [158]. - The management team has an average of over 40 years of experience in the energy industry, positioning the company to identify attractive acquisition opportunities [152]. Financing Activities - The company completed its Initial Public Offering on February 15, 2022, raising gross proceeds of $86,250,000 from the sale of 8,625,000 Units [162]. - During the nine months ended September 30, 2023, the company had cash flows provided by investing activities of $42,686,770, primarily from cash withdrawn for redemptions of common stock [166]. - The company incurred cash flows used in financing activities of $40,888,207 during the nine months ended September 30, 2023, including payments for redemptions of common stock [167]. - The company has incurred significant costs in pursuit of its financing and acquisition plans, with a total of $862,500 deposited into the Trust Account for extensions [171]. - The company has entered into unsecured promissory notes totaling $3,584,000 with existing investors, maturing at the five-year anniversary of the MIPA [184]. - The company has a Common Stock Purchase Agreement with White Lion Capital, allowing for the purchase of up to $150,000,000 in common stock [175]. - The company is obligated to file a registration statement with the SEC for the resale of shares issued under the Common Stock Purchase Agreement [176]. - The company has paid $169,250 to the Sponsor for administrative support services through September 30, 2023 [183]. - The company may need to raise additional funds to meet operating expenditures and complete its business combination [174]. - The company is required to redeem public shares if a business combination is not completed by November 15, 2023 [172]. Future Plans - The company plans to utilize cash from its Initial Public Offering and other sources for future business combinations, which may significantly dilute existing investors' equity interests [154].

Financial Position - As of June 30, 2023, the company had cash of $813,177 and working capital of $1,699,274, excluding franchise and income taxes payable[111]. - As of June 30, 2023, the Company had $813,177 in cash and a working capital deficit of $1,699,274[125]. - As of June 30, 2023, the Trust Account held marketable securities valued at $48,106,123, consisting of U.S. Treasury Bills with a maturity of 180 days or less[118]. Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $232,803, with operating costs of $614,748 and interest income of $842,756 from marketable securities held in the Trust Account[113]. - For the six months ended June 30, 2023, the company had a net loss of $410,417, with operating costs totaling $1,268,479 and interest income of $1,789,672 from marketable securities[115]. - The company has not generated any revenues to date and does not expect to do so until after completing a business combination[112]. Business Operations - The company completed its Initial Public Offering on February 15, 2022, raising gross proceeds of $86,250,000 from the sale of 8,625,000 Units[116]. - The company intends to use substantially all funds in the Trust Account to complete its business combination and for working capital to finance operations of the target business[122]. - The management team has an average of over 40 years of experience in the energy industry, positioning the company to identify attractive acquisition opportunities[106]. Costs and Obligations - The company incurred significant costs related to being a public entity, including legal and financial reporting expenses[112]. - The Company has incurred significant costs in pursuit of its financing and acquisition plans, with ongoing expectations for these costs[125]. - The Company has paid $154,250 to the Sponsor for administrative support services through June 30, 2023, and owes an additional $35,000[137]. Financing and Capital Structure - During the six months ended June 30, 2023, the company had cash flows used in financing activities of $41,468,207, primarily for redemptions of common stock[121]. - The Company has entered into unsecured promissory notes totaling $2,264,000 with existing investors, maturing at the five-year anniversary of the MIPA[138]. - The Company has a Common Stock Purchase Agreement with White Lion Capital, allowing for the purchase of up to $150,000,000 in common stock[129]. - The purchase price for shares sold to White Lion will be 96% of the lowest daily volume-weighted average price during a two-day period following the notice date[132]. - The Company cannot assure that new financing will be available on commercially acceptable terms, raising doubts about its ability to continue as a going concern[126]. Regulatory and Compliance - The Sponsor has extended the Combination period multiple times, with the latest extension to September 15, 2023, involving deposits of $120,000 each time[125][126]. - The Company is obligated to redeem public shares if a Business Combination is not completed by September 15, 2023, or within additional extensions[126]. - The Company has not had any off-balance sheet arrangements as of June 30, 2023[136].

Financial Position - As of March 31, 2023, the company had cash of $109,287 and working capital of $1,259,233, excluding franchise and income taxes payable[108]. - As of March 31, 2023, the Company had $109,287 in cash and a working capital deficit of $1,074,617[119]. - As of March 31, 2023, the Trust Account held marketable securities valued at $91,052,778, consisting of U.S. Treasury Bills with a maturity of 180 days or less[113]. Operating Performance - For the three months ended March 31, 2023, the company reported a net loss of $177,614, with operating costs of $653,731 and interest income of $946,916 from marketable securities held in the Trust Account[110]. - During the three months ended March 31, 2023, cash flows used in operating activities amounted to $271,825, with a net loss of $177,614[114]. - The Company has incurred significant costs related to financing and acquisition plans and may need to raise additional funds to meet operational expenditures[122]. Cash Flows - The company incurred cash flows used in investing activities of $862,500 related to the deposit of the SPAC extension payment into the Trust[115]. - For the three months ended March 31, 2023, cash flows provided by financing activities totaled $1,168,000 from the sale of unsecured promissory notes[116]. Business Combination and Financing - The company intends to use substantially all funds held in the trust account to complete its business combination and for working capital of the target business[117]. - The Company may need to obtain additional financing to complete its business combination or to meet obligations post-combination[122]. - The Company entered into a Common Stock Purchase Agreement with White Lion Capital, allowing for the purchase of up to $150,000,000 in common stock[123]. Management and Experience - The management team has an average of over 40 years of experience in the energy industry, positioning the company to identify attractive acquisition opportunities[103]. Stockholder Approvals and Extensions - On May 11, 2023, the stockholders approved an amendment to extend the initial Business Combination deadline to November 15, 2023, with conditions for further extensions[119]. - The Company received a deposit of $862,500 from the Sponsor to extend the Combination period by three months until May 15, 2023[119]. Liabilities and Obligations - The Company has unsecured promissory notes totaling $1,297,000 with existing investors, maturing at the five-year anniversary of the MIPA[132]. - The Company has paid $139,250 to the Sponsor for administrative support services and owes an additional $20,000 as of March 31, 2023[131]. Accounting and Reporting - The Company accounts for warrants as liabilities due to specific terms that do not meet equity classification criteria[135]. - The Company has not had any off-balance sheet arrangements as of March 31, 2023[130].

Financial Condition - As of December 31, 2022, the company had $75,612 in cash and a working capital deficit of $788,689[152]. - The company has net tangible assets exceeding $4,600,000, exempting it from certain SEC rules protecting investors in blank check companies[181]. - Approximately $800,000 will be available outside the trust account for working capital requirements, which may be insufficient if offering expenses exceed this amount[190]. - Claims against the company could reduce the proceeds held in the trust account, potentially lowering the per-share redemption amount for stockholders[193]. - The company may not be able to protect funds in the trust account from third-party claims, which could impact the amount available for public stockholders[194]. - If the trust account proceeds are reduced below $10.30 per share, the independent directors may choose not to enforce indemnification obligations against the sponsor, further reducing available funds[198]. - The company anticipates that if it does not complete its initial business combination within the prescribed time frame, public stockholders may receive approximately $10.30 per share upon liquidation of the trust account[207]. - Public stockholders may only receive approximately $10.30 per share upon redemption if the initial business combination is not completed[185]. Business Combination Requirements - The company must complete its initial business combination within 15 months from February 15, 2022, or within 18 months if extended[167]. - The company requires a minimum net tangible asset of $5,000,001 upon consummation of the initial business combination to avoid SEC's "penny stock" rules[161]. - Initial stockholders own 22.48% of the outstanding shares, potentially needing only 3,315,538 public shares (28.51%) to approve a business combination[156]. - If stockholder approval is sought, initial stockholders have agreed to vote in favor regardless of public stockholder votes[155]. - The company may not hold a stockholder vote unless required by law or NYSE American rules[154]. - The NYSE American requires a minimum stockholders' equity of $2,500,000 and a minimum of 300 public holders to maintain listing[178]. - The company cannot assure that its securities will continue to be listed on the NYSE American prior to the initial business combination[178]. - The company may face significant adverse consequences if delisted from the NYSE American, including reduced liquidity and limited market quotations for its securities[179]. Target Business and Industry Focus - The company plans to focus its search for a target business primarily in the energy industry, but it may pursue opportunities in any industry or sector[218]. - The company intends to focus its search for a target business in the energy industry, which includes sectors such as oil, natural gas, and alternative fuels[220]. - The company expects intense competition from other entities for business combination opportunities, which may limit its ability to acquire sizable target businesses[186]. - The company has not yet identified or approached any specific target business for a business combination, making it difficult to evaluate the merits or risks of potential operations[218]. - The company may pursue acquisition opportunities outside of its management's areas of expertise, which could lead to challenges in evaluating and operating the acquired business[222]. - Risks in the energy industry include volatility in oil and natural gas prices, regulatory changes, and environmental risks[220][221]. Management and Operational Risks - The success of the initial business combination is dependent on the efforts of key personnel, whose departure could adversely affect operations and profitability[234][235]. - The management of a prospective target business may lack the necessary skills to manage a public company, potentially impacting post-combination operations[239][240]. - Conflicts of interest may arise as executive officers and directors allocate their time to other businesses, which could negatively impact the ability to complete the initial business combination[242]. - The company may face conflicts of interest due to affiliations of its executive officers and directors with other entities engaged in similar business activities[244]. - The company may not maintain control of a target business post-combination, affecting operational profitability[267]. - The company may pursue simultaneous business combinations, which could increase costs and risks, negatively impacting operations[264]. Financial Structure and Securities - The company has net proceeds of $87,975,000 from its Initial Public Offering and the sale of private placement units, available for business combination, assuming no redemptions[261]. - The sponsor holds 2,501,250 founder shares, which cannot be transferred until 180 days post-initial business combination or under certain conditions[252]. - The sponsor purchased 505,000 private placement units for a total of $5,050,000, priced at $10.00 per unit[253]. - The company may issue additional shares of common stock or preferred stock to complete its initial business combination, which could dilute existing shareholders' interests[229][231]. - The company issued warrants to purchase 8,625,000 shares of common stock as part of its Initial Public Offering, which could increase the number of outstanding shares and reduce the value of shares issued to complete a business combination[297]. - The company may amend the terms of the warrants in a manner that could be adverse to holders with the approval of at least 50% of the then outstanding public warrants[293]. - The company may redeem unexpired warrants prior to their exercise, potentially making them worthless for holders[285]. Regulatory and Compliance Issues - If the company is deemed to be an investment company under the Investment Company Act, it may face burdensome compliance requirements that could hinder its ability to complete a business combination[203]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs of completing an acquisition[312]. - The company may incur additional costs if material weaknesses in internal controls are not remediated in a timely manner[319]. - Proposed SEC rules regarding SPACs may materially affect the ability to negotiate and complete initial business combinations[335]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[373]. - Changes in tax laws, such as the 1% excise tax on corporate stock repurchases from the Inflation Reduction Act, could adversely impact the company's financial position[332]. - The company is evaluating the potential impacts of the Inflation Reduction Act, but currently does not expect it to materially affect financial statements[332]. - Compliance with laws and regulations may be difficult and costly, and changes in these laws could adversely affect business operations[334]. Historical Performance and Future Outlook - The company has no historical operations or financial results, making the determination of the offering price arbitrary[300]. - The company is newly formed with no operating results and lacks an operating history, making it difficult to evaluate its ability to achieve business objectives[328]. - There are no plans or arrangements for a business combination with any prospective target business, which may hinder revenue generation[328]. - Past performance of the management team is not indicative of future performance, and there is no guarantee of successfully identifying a suitable candidate for a business combination[329]. - The market for directors and officers liability insurance has become less favorable, which may increase costs and complicate the negotiation of an initial business combination[275]. - If the company cannot obtain adequate directors and officers liability insurance, it may adversely impact its ability to attract and retain qualified officers and directors post-business combination[276].

For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39718 HNR ACQUISITION CORP | (Exact name of registrant as specified in its charter) | | | --- | --- | | Delaware | 85-4359124 | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 HNR ACQUISITION CORP | (Exact name of registrant as specified in its charter) | | | --- | --- | | Delaware | 85-4359124 | | (S ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 HNR ACQUISITION CORP | (Exact name of registrant as specified in its charter) | | | | --- | --- | --- | | Delaware | | 85-435 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HNR ACQUISITION CORP (Exact name of registrant as specified in its charter) Delaware 001-41278 85- 4359124 (State or other jurisdiction of incorporation or organiz ...