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 ...

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 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 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 ...

Delaware 001-41278 85- 4359124 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) (State or other jurisdiction of incorporation or organiz ...