As filed with the Securities and Exchange Commission on January 9, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 1) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) Delaware 6770 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 H ...

As filed with the Securities and Exchange Commission on January 9, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 1) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) Delaware 6770 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 H ...

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].

As filed with the Securities and Exchange Commission on November 7, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 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.) Delaware 6770 85-4359124 3730 Kirby Drive, Suite 1 ...

As filed with the Securities and Exchange Commission on November 7, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 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.) Delaware 6770 85-4359124 3730 Kirby Drive, Suite 1 ...

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].

Financial Position - As of December 31, 2022, the company had $75,612 in cash and a working capital deficit of $788,689[143]. - The company has net tangible assets exceeding $4,600,000, exempting it from certain SEC rules for blank check companies, allowing immediate trading of its securities[159]. - Only about $800,000 will be available outside the trust account for working capital, which may limit operational capabilities[164]. - The company has net proceeds of $87,975,000 from its Initial Public Offering and the sale of private placement units, which will be used to complete its business combination, assuming no redemptions[209]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[208]. Business Combination Requirements - The company must complete its initial business combination within 15 months from February 15, 2022, or within 18 months if extended[153]. - 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[148]. - A minimum of 3,315,538 public shares, or approximately 28.51%, may need to be voted in favor for the initial business combination to be approved[145]. - If too many public stockholders exercise their redemption rights, the company may not meet closing conditions for a business combination[148]. - The company may not hold a stockholder vote unless required by law or if it chooses to do so for other reasons[144]. Stockholder Influence and Redemption - Initial stockholders own 22.48% of the outstanding shares, which may influence the approval of the initial business combination[145]. - Public stockholders may receive approximately $10.30 per share upon redemption if the initial business combination is not completed, potentially increasing to $10.40 if extensions occur[161]. - Stockholders holding 10% or more of common stock may lose redemption rights for excess shares if certain conditions are met[160]. - If the company cannot complete its initial business combination, public stockholders may receive approximately $10.30 to $10.40 per share upon liquidation of the trust account[174]. - The company intends to redeem public shares as soon as possible if it does not complete its business combination within the prescribed time frame[175]. Risks and Challenges - The company may face challenges in completing a desirable business combination if public stockholders redeem a large number of shares[149]. - The company may face intense competition from well-established entities in acquiring target businesses, potentially limiting its acquisition opportunities[161]. - There is a risk that third-party claims could reduce the funds in the trust account, leading to lower redemption amounts for stockholders[166]. - The company may incur write-downs or restructuring charges post-business combination, negatively impacting financial condition and stock price[165]. - The company may face claims from creditors if it distributes proceeds from the trust account before addressing creditor claims, potentially leading to punitive damages[169]. Management and Operational Risks - The company may face challenges in assessing the management capabilities of prospective target businesses, which could impact post-combination operations[196]. - The company anticipates that the investigation and negotiation of target businesses will require substantial management time and costs, which may not be recoverable if a combination is not completed[190]. - Conflicts of interest may arise as executive officers and directors allocate their time between the company and other business endeavors, potentially affecting the completion of the initial business combination[198]. - The departure of key personnel from an acquisition target could negatively impact the operations and profitability of the post-combination business[197]. - The company may not be able to diversify its operations, which could expose it to economic and competitive risks[210]. Regulatory and Compliance Issues - The company does not believe its principal activities will subject it to the Investment Company Act, as proceeds will be invested only in U.S. government treasury bills or money market funds[174]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with acquisitions, particularly due to the need for adequate internal controls[244]. - The SEC proposed rules on March 30, 2022, which may materially affect the company's ability to negotiate and complete initial business combinations[258]. - The company has not opted out of the extended transition period for new accounting standards, which may complicate financial comparisons with other public companies[243]. - The company is classified as an "emerging growth company" and intends to utilize exemptions from various reporting requirements, which may affect the attractiveness of its securities to investors[241]. Shareholder Dilution and Securities - The company may issue up to 100 million shares of common stock and 1 million shares of preferred stock, which could dilute existing stockholders' interests[188]. - The company experienced immediate and substantial dilution of approximately 105.4% (or $10.5416 per share) due to the nominal price paid for founder shares[226]. - The company issued warrants to purchase 8,625,000 shares of common stock, which could adversely affect the market price of the common stock and complicate business combinations[233]. - The company may amend the terms of the warrants without holder approval if at least 50% of the outstanding public warrants approve such amendments, potentially disadvantaging holders[231]. - There is currently no market for the company's securities, which may adversely affect liquidity and price, and an active trading market may never develop[236].

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 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 ...