HNR Acquisition Corp. (Form: 8-K, Received: 05/16/2023 06:07:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2023

HNR ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-41278		85-4359124
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

(Address of principal executive offices, including zip code)

(713) 834-1145

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading symbol	Name of each exchange on which registered
Common stock, par value $0.0001 per share	HNRA	NYSE American
Redeemable warrants, exercisable for three quarters of one share of common stock at an exercise price of $11.50 per share	HNRAW	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 11, 2023, HNR Acquisition Corp (the “Company” or “HNRA”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company must consummate its initial business combination from the current termination date of May 15, 2023, by up to six (6) one-month extensions to November 15, 2023 (each of which we refer to as an “Extension”, and such later date, the “Extended Deadline”) provided that the HNRAC Sponsors LLC (the “Sponsor”) (or its affiliates or permitted designees) will deposit into the trust account in which the proceeds of the HRNA’s initial public offering were placed (the “Trust Account”) the lesser of (x) $120,000 or (y) $0.04 per share for each public share of common stock outstanding as of the applicable deadline for each such one-month extension until November 15, 2023 (the “Extension Payment”) unless the closing of the Company’s initial business combination shall have occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination

In connection with the Meeting, stockholders holding 4,115,597 shares of the Company’s common stock issued in the Company’s initial public offering exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $43 million was removed from the Company’s trust account to pay such holders.

As a result of the Extension, $120,000 was deposited in the Trust Account by the Sponsor’s designee on May 11, 2023, to extend the Extension Deadline by one additional month to June 15, 2023, in accordance with the Charter.

On May 11, 2023, the Company filed the Extension Amendment with the Secretary of State of the State of Delaware.

The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The final voting results for the proposal to approve the Extension Amendment were as follows:

For		Against		Abstain		Broker Non-Votes
9,063,345		244,866		0		0

Item 8.01. Other Events

On May 15, 2023, the Company issued a press release announcing that the Extension Amendment has been approved by the stockholders of the Company, that the Extension Amendment was filed in Delaware, and that $120,000 had been deposited into the Trust Account on May 11, 2023 to extend the date by which the Company has to consummate a business combination from May 15, 2023 to June 15, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additional Information

In connection with the proposed business combination (the “Business Combination”) between HNRA and Pogo Resources LLC (“Pogo”), HNRA intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement to be filed by HNRA relating to the Business Combination. HNRA will mail a definitive proxy statement and other relevant documents to its stockholders at such time as it is filed (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or any other document that HNRA will send to its stockholders in connection with the Business Combination. Investors and security holders of HNRA are advised to read, when available, the Proxy Statement in connection with HNRA’s solicitation of proxies for its special meeting of stockholders to be held to approve the Business Combination (and related matters) because the Proxy Statement will contain important information about the Business Combination and the parties to the Business Combination. The Proxy Statement will be mailed to stockholders of HNRA as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: HNR Acquisition Corp, Attention: David M. Smith, Chief Legal Officer and Secretary, 3730 Kirby Drive, Suite 1200, Houston, TX 77098.

Participants in the Solicitation

HNRA, Pogo and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of HNRA’s stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of HNRA’s directors and officers in HNRA’s filings with the SEC, including the Proxy Statement to be filed with the SEC by HNRA, and such information and names of Pogo’s directors and executive officers will also be in the Proxy Statement to be filed with the SEC by HNRA.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit Number		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation of HNR Acquisition Corp.
99.1		Press release of HNR Acquisition Corp, dated May 15, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 15, 2023	HNR Acquisition Corp

	By:	/s/ Donald H. Goree
	Name:	Donald H. Goree
	Title:	Chief Executive Officer

Exhibit 3.1

	Delaware	Page 1
	The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “HNR ACQUISITION CORP”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF MAY, A.D. 2023, AT 3:07 O’CLOCK P.M.



4385866 8100 SR# 20231979205		Authentication: 203329809 Date: 05-11-23

You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:07 PM 05/11/2023
FILED 03:07 PM 05/11/2023
SR 20231979205 - File Number 4385866

AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HNR ACQUISITION CORP

Pursuant to Section 242 of the
Delaware General Corporation Law

The undersigned, being a duly authorized officer of HNR Acquisition Corp (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

The name of the Corporation is HNR Acquisition Corp.

The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 8, 2020, and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 10, 2022.

This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

This Amendment to the Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).

The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:

“In the event that the Corporation has not consummated an initial Business Combination within 15 months from the date of the closing of the Offering, the Corporation may extend the period of time to consummate a Business Combination up to six times, each by an additional one months, for an aggregate of six additional months, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account the lesser of (x) $120,000 or (y) $0.04 per share for each public share of common stock outstanding as of the applicable deadline for each such one-month extension until November 15, 2023 (the “Termination Date”) unless the closing of the Company’s initial business combination shall have occurred in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. The gross proceeds from the issuance of such promissory notes will be added to the proceeds from the Offering to be held in the Trust Account and shall be used to fund the redemption of the Offering Shares in accordance with this Article IX. In the event that the Corporation has not consummated an initial Business Combination by the Termination Date, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.”

[signature page follows]

IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 11^th day of May, 2023.

HNR ACQUISITION CORP

By:	/s/ Donald Goree
	Name:	Donald Goree
	Title:	Chief Executive Officer

Exhibit 99.1

HNR ACQUISITION CORP ANNOUNCES

SHAREHOLDERS APPROVE CHARTER AMENDMENT FOR EXTENSION OF TIMING FOR INITIAL BUSINESS COMBINATION AT HNRA SPECIAL MEETING

HOUSTON – May 15, 2023 – HNR Acquisition Corp (NYSE: American: HRNA) (the “Company” or “HNRA”), a special purpose acquisition company (SPAC) formed for the purpose effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, announces the approval by shareholder vote at the May 11, 2023 shareholders’ meeting of an amendment to its amended and restated certificate of incorporation to extend the period of time at which the Company must complete its initial business combination. The Company also announces that, on May 11, 2023, in accordance with the Company’s amended and restated certificate of incorporation, as amended, the Sponsor’s designee has timely deposited into the trust account $120,000 to effect such extension for one month until June 15, 2023.

Special shareholders’ meeting

On May 11, 2023, HNRA held a special meeting where the primary vote was to consider an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from May 15, 2023 up to six one-month extensions to November 15, 2023. There was a quorum and the amendment passed by an overwhelming majority.

The recording of the meeting can be heard directly from https://www.cstproxy.com/hnra/2023 or via the HNRA website https://www.hnra-nyse.com/

In accordance with the Company’s amended and restated certificate of incorporation, the Sponsor’s designee has timely deposited into trust account, on May 11, 2023, an aggregate of $120,000 in order to extend the period of time by which the Company must complete its initial business combination from May 15, 2023 to June 15, 2023.

Additionally, in accordance with the Company’s amended and restated certificate of incorporation, public shareholders were allowed to redeem their shares of common stock in exchange for their pro rata portion of the funds held in the trust account. There were approximately 4.1 million shares redeemed leaving approximately 4.5 million public shares outstanding. There are a total of approximately 7.5 million shares outstanding including the approximately 4.5 million public shares and approximately 3.0 million founders’ and private placement shares.

About HNR Acquisition Corp

HNR Acquisition Corp is a blank check company (otherwise known as a special purpose acquisition company) formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

For more information on HNRA, the acquisition and the transaction, please visit the Company website: https://www.hnra-nyse.com/

Forward-Looking Statements

This press release includes “forward-looking statements” that involve risks and uncertainties that could cause actual results to differ materially from what is expected, including the funding of the Trust Account to further extend the period for the Company to consummate an initial business combination, if needed. Words such as “expects,” “believes,” “anticipates,” “intends,” “estimates,” “seeks,” “may,” “might,” “plan,” “possible,” “should” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect the Company’s management’s current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. In addition, please refer to the Risk Factors section of the Company’s Form 10-K as filed with the SEC on March 31, 2023 for additional information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Investor Relations

Michael J. Porter, President

PORTER, LEVAY & ROSE, INC.

mike@plrinvest.com