UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 5) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone number, including area code ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 5) REGISTRATION STATEMENT Under The Securities Act of 1933 (Exact name of Registrant as specified in its charter) (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone number, including area code, of Registrant's pri ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 4) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) Delaware 1311 85-4359124 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone nu ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 4) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) Delaware 1311 85-4359124 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone nu ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 3) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone number, including area code ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 3) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone number, including area code ...

Production and Revenue - Average daily production for Q1 2024 was 880 BOE per day, down from 1,022 BOE per day in 2023, reflecting a 14% decrease [165]. - Total revenues for Q1 2024 were $3,283,099, a 58% decrease from $7,759,190 in Q1 2023 [180]. - Oil production decreased from 92 MBbl in Q1 2023 to 69 MBbl in Q1 2024, a 25% decline [182]. - Natural gas production fell from 87 MMcf in Q1 2023 to 67 MMcf in Q1 2024, a 23% decrease [182]. - The average realized price on a BOE basis including settled commodity derivatives was $62.53 in Q1 2024, down from $65.88 in Q1 2023 [180]. Pricing - Average realized oil price per barrel in Q1 2024 was $70.06, down from $73.45 in Q1 2023, representing a 5% decrease [176]. - The average realized oil price per barrel for the three months ended March 31, 2024, was $70.06, down from $73.45 in the same period of 2023, reflecting a decrease of approximately 3.26% [184]. - The average NYMEX oil price for Q1 2024 was $77.56 per barrel, a 2% increase from $76.08 in Q1 2023 [175]. Expenses - Lease operating expenses increased by 6.8% to $3,123,525 for the three months ended March 31, 2024, compared to $2,923,802 for the same period in 2023, with production expenses per BOE rising 42% from $27.50 to $38.96 [186]. - General and administrative expenses rose significantly to $2,309,824 for the three months ended March 31, 2024, compared to $1,271,416 in the same period of 2023, primarily due to increased costs associated with being a public company [190]. - Interest expense surged to $1,860,582 for the three months ended March 31, 2024, compared to $315,092 for the same period in 2023, driven by the Senior Secured Term Loan and Private Notes Payable [191]. Derivative Instruments - The company recorded a loss of $1,997,247 on derivative instruments in Q1 2024, compared to a gain of $417,034 in Q1 2023 [180]. - For the three months ended March 31, 2024, the company recorded a loss on derivative contracts of $1,997,247, compared to a gain of $417,034 for the same period in 2023, indicating a significant decline in performance [183]. - The Company uses derivative financial instruments to mitigate exposure to commodity price risk, with fair value determined using industry-standard models [213]. - Realized and unrealized gains and losses from derivative financial instruments are reported as a component of revenues in the consolidated statements of operations [213]. Financial Position - The company reported 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 within one year [195]. - Net cash provided by operating activities was $1,526,558 for the three months ended March 31, 2024, a decrease from $3,207,922 in the same period of 2023, primarily due to decreased production volumes [197]. - Net cash used in investing activities for the three months ended March 31, 2024, was $997,716, primarily related to development costs for the company's reserves [199]. - As of March 31, 2024, the company had outstanding debt totaling $45,388,029, with $13,098,952 due within one year, including a $5,000,000 estimated excess cash flow payment [195]. Other Information - The company operates 100% of its net acreage, totaling approximately 13,700 gross acres [164]. - The conveyance of a 10% Override royalty interest to Pogo Royalty resulted in a loss of $816,011 [178]. - 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, pending SEC approval [196]. - The fair value of the Forward Purchase Agreement liability was estimated using a Monte-Carlo Simulation, considering future stock price simulations based on Geometric Brownian Motion [212].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 2) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) Delaware 1311 85-4359124 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone nu ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 2) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) Delaware 1311 85-4359124 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone nu ...

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]