Production and Revenue - 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[359] - Total revenues for the year ended December 31, 2023, were $2,975,661, a decrease of 34% from $35,403,940 in 2022[376] - Production of oil for the year ended December 31, 2023, was 349 MBbl, down from 397 MBbl in 2022, representing a decrease of 12%[378] - The average sales price for crude oil was $65.11 per barrel for the Successor period, compared to $73.58 for the Predecessor period[376] - The average NYMEX oil pricing 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[370] - The average realized oil price per barrel after reflecting settled derivatives was $69.06 for the year ended December 31, 2023, compared to $78.09 in 2022[370] - The average NYMEX natural gas pricing for the year ended December 31, 2023, was $2.54 per Mcf, which is 60% lower than the average price of $6.42 per Mcf in 2022[371] - Other revenue increased to $571,189 for the year ended December 31, 2023, up from $255,952 in 2022, attributed to a new contract for water services[382] Expenses and Costs - Lease operating expenses rose to $10,146,119 in 2023, compared to $8,418,739 in 2022, with production expenses per BOE increasing by 53% from $17.79 to $27.20[383] - Production taxes, transportation, and processing costs decreased to $2,343,862 in 2023 from $3,484,477 in 2022, maintaining 9% of oil and natural gas sales[385] - Depletion, depreciation, and amortization (DD&A) increased to $1,849,876 in 2023 from $1,613,402 in 2022, with DD&A per BOE rising from $3.41 to $4.53[386] - 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[388] - Interest expense for the Successor period was $1,043,312, while the Predecessor period saw $1,834,208, reflecting increased borrowing costs[391] Financial Position and Cash Flow - The company reported a liquidity position with $27,680,703 in outstanding debt and a working capital deficit of $13,300,601 as of December 31, 2023[398] - Positive cash flow from operations was $8,675,037 for the year ended December 31, 2023, on a pro forma basis[399] - Net cash provided by investing activities in the Successor period was primarily due to Trust Account withdrawals of $49,362,479, offset by cash paid to sellers of $30,827,804[402] Derivative Contracts and Liabilities - The company recorded a gain on derivative contracts of $392,675 for the year ended December 31, 2023, compared to a loss of $4,793,790 in 2022[380] - The company uses derivative financial instruments to mitigate commodity price risk associated with oil prices, with changes in fair value recognized in the consolidated statements of operations[420] - Realized and unrealized gains and losses from derivative financial instruments are reported as a component of revenues in the consolidated statements of operations[420] - Cash flows from derivative contract settlements are reflected in operating activities in the consolidated statements of cash flows[420] Asset Retirement Obligations and Legal Liabilities - The company has significant asset retirement obligations primarily related to plugging and abandoning wells, with future restoration and removal costs being difficult to estimate due to changing technologies and regulations[415] - The present value calculation of asset retirement obligations involves numerous assumptions, including credit-adjusted discount rates and timing of settlement, which can impact the property and equipment balance[416] - The company records liabilities for ongoing litigation and environmental remediation, with actual costs potentially varying from estimates due to changes in laws and regulations[417] Accounting and Reporting - The effects of new accounting pronouncements are discussed in the consolidated financial statements[421] - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[422]

Financial Position - As of September 30, 2023, the company had cash of $638,736 and marketable securities in the Trust Account totaling $48,974,196[156]. - As of September 30, 2023, the Company had $638,736 in cash and a working capital deficit of $4,606,920[162]. - The Company has incurred significant costs in pursuit of its financing and acquisition plans, with a total of $3,584,000 in unsecured promissory notes issued to existing investors[174]. Financial Performance - 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[152]. - For the nine months ended September 30, 2023, the company had a net loss of $415,775, which included operating costs of $1,927,221 and interest income of $2,417,604 from marketable securities[153]. - The company has not generated any revenues to date and does not expect to do so until after completing a business combination[151]. - The Company’s net loss per share is calculated without considering the effect of warrants, resulting in diluted loss per share being the same as basic loss per share[179]. Capital Raising and Costs - The company raised gross proceeds of $86,250,000 from its Initial Public Offering on February 15, 2022, with an additional $5,050,000 from the sale of private placement Units[154]. - The company incurred offering costs of $4,793,698, which included $1,725,000 in underwriting discounts and $2,587,500 in deferred underwriting fees[155]. - The Company may need to raise additional funds to meet operational expenditures and complete its business combination[165]. Shareholder Actions - A total of 4,115,597 Public Shares were redeemed for an aggregate amount of $43,318,207 from the Trust Account on May 11, 2023[156]. - The Company is obligated to redeem public shares if a Business Combination is not completed by November 15, 2023[163]. Business Strategy and Management - The management team has an average of over 40 years of experience in the energy industry, positioning the company to identify attractive acquisition opportunities[146]. - The Sponsor has extended the Combination period multiple times, with the latest extension to November 15, 2023, involving deposits of $120,000 each time[162]. - The Company has entered into a Common Stock Purchase Agreement with White Lion Capital, allowing for the purchase of up to $150,000,000 in common stock[166]. - 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[169]. Administrative Expenses - The Company has paid $169,250 to the Sponsor for administrative support services through September 30, 2023, and owes an additional $50,000[173]. - The Company has not had any off-balance sheet arrangements as of September 30, 2023[172].

Financial Position - As of June 30, 2023, the company had cash of $813,177 and marketable securities held in the Trust Account amounting to $48,106,123, primarily consisting of U.S. Treasury Bills[117]. - As of June 30, 2023, the Company had $813,177 in cash and a working capital deficit of $1,699,274[123]. - The Company has not had any off-balance sheet arrangements as of June 30, 2023[133]. Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $232,803, with operating costs totaling $614,748 and interest income from marketable securities of $842,756[113]. - For the six months ended June 30, 2023, the company had a net loss of $410,417, with operating costs of $1,268,479 and interest income of $1,789,672 from marketable securities[114]. - The company incurred $4,793,698 in offering costs related to its IPO, which reduced equity[116]. - The Company has incurred significant costs in pursuit of its financing and acquisition plans, with ongoing expenses expected[123]. Business Operations - The company has not engaged in any operations or generated revenues to date, focusing solely on identifying a target company for a business combination[112]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of its initial business combination[111]. - The Company is obligated to redeem public shares if a Business Combination is not completed by the deadline, raising concerns about its ability to continue as a going concern[124]. IPO and Funding - 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[115]. - A total of 4,115,597 Public Shares were redeemed from the Trust Account for an aggregate amount of $43,318,207 as of May 11, 2023[117]. - The company intends to utilize substantially all funds in the Trust Account to complete its business combination and for working capital of the target business[121]. Management and Strategy - The management team has an average of over 40 years of experience in the energy industry, positioning the company to identify attractive acquisition opportunities[107]. - The Sponsor has extended the Combination period multiple times, with the latest extension to September 15, 2023, requiring deposits of $120,000 for each extension[123][124]. Financing Agreements - The Company has entered into unsecured promissory notes totaling $2,264,000 with existing investors, maturing at the five-year anniversary of the MIPA[135]. - 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[126]. - The purchase price for shares sold to White Lion will be 96% of the lowest daily volume-weighted average price during a specified period[129]. - The Company has paid $154,250 to the Sponsor for administrative support services through June 30, 2023, and owes an additional $35,000[134]. - The Company cannot assure that new financing will be available on commercially acceptable terms, which may impact its operations[124].

Financial Position - As of March 31, 2023, the company had cash of $109,287 and marketable securities held in the Trust Account amounting to $91,052,778, consisting of U.S. Treasury Bills with a maturity of 180 days or less [115]. - As of March 31, 2023, the Company had $109,287 in cash and a working capital deficit of $1,074,617 [121]. - The Company has incurred significant costs related to financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year [122]. - The Company may need to raise additional funds to meet operational expenditures and complete its business combination [123]. Operating Results - For the three months ended March 31, 2023, the company reported a net loss of $177,614, which included $653,731 in operating costs and $946,916 in interest income from marketable securities held in the Trust Account [112]. - The Company has a net loss per share of common stock, with diluted loss per share being the same as basic loss per share due to contingent warrant exercises [137]. - The company has not engaged in any operations or generated any revenues to date, with all activities focused on organizational efforts and identifying a target company for a business combination [111]. Cash Flows - During the three months ended March 31, 2023, cash flows used in investing activities totaled $862,500 related to the deposit of the SPAC extension payment into the Trust [117]. - The company had cash flows provided by financing activities of $1,168,000 during the three months ended March 31, 2023, related to the sale of unsecured promissory notes and the issuance of warrants [118]. Business Combination Plans - The company intends to use substantially all funds held in the trust account to complete its business combination, with remaining proceeds to be used for working capital and growth strategies [119]. - The Company received a deposit of $862,500 from the Sponsor on February 8, 2023, to extend the Combination period by three months until May 15, 2023 [121]. - On May 11, 2023, the stockholders approved an amendment to extend the initial Business Combination deadline to November 15, 2023, with a required deposit of $120,000 for each one-month extension [121]. Capital Structure - The company generated gross proceeds of $86,250,000 from its Initial Public Offering on February 15, 2022, with an additional $5,050,000 from the sale of private placement Units [113]. - The Company recorded $4,793,698 of offering costs as a reduction of equity in connection with the shares of Common Stock included in the Units prior to their separation [114]. - 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 [124]. - The Company has issued working capital unsecured promissory notes totaling $1,297,000, maturing at the five-year anniversary of the MIPA [132]. - The Company pays its Sponsor $5,000 per month for administrative services, with an additional $5,000 deferred until the closing of the MIPA [131]. 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 [106]. Shareholder Activity - A total of 4,115,597 Public Shares were redeemed from the Trust Account for an aggregate amount of $43,318,207 subsequent to March 31, 2023 [115]. Off-Balance Sheet Arrangements - The Company has no off-balance sheet arrangements as of March 31, 2023 [130].

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, 2022 ☐ 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 jurisdicti ...