United States securities and exchange commission logo
October 6, 2023
Diego Rojas
Chief Executive Officer
HNR Acquisition Corp
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re: HNR Acquisition
Corp
Amendment No. 5 to
Preliminary Proxy Statement on Schedule 14A
Filed September 28,
2023
File No. 001-41278
Dear Diego Rojas:
We have reviewed your
filing and have the following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A
What happens if a substantial number of public stockholders vote in
favor of the Purchase
Proposal and exercise their redemption rights?, page 20
1. We note your response
to prior comment 24. Please expand your disclosure here to
include a
cross-reference to the risk factor titled "Unless the Company completes a
Preferred Stock PIPE
Investment, HNRA may not have sufficient funds to meet the
minimum cash amount
provided for in the MIPA for Closing."
Summary of the Proxy Statement
Impact of Purchase on HNRA's Public Float, page 33
2. We note your revised
disclosure in response to prior comment 5 reflects the automatic
conversion of OpCo
Preferred Units into Class A common shares on the two year
anniversary of closing
under the 50% and Maximum Redemption scenarios. Please
expand to reflect the
automatic conversion of OpCo Preferred Units assuming no
redemptions.
Diego Rojas
HNR Acquisition Corp
October 6, 2023
Page 2
Summary of the Proxy Statement
Opinion of RSI & Associates, page 41
3. We note the revisions made in response to prior comment 7; however,
the PV10 value
presented for proved developed producing reserves on pages 41 and 126
appears
inconsistent with the PV10 value presented in the Cobb reserve report
as of December 31,
2022 (dated June 30, 2023). Please correct the PV10 value or explain
why a revision is not
needed.
Unaudited Pro Forma Combined Financial Information
Note 4 - Adjustments to Unaudited Pro Forma Combined Financial Information,
page 95
4. We note your response to prior comment 10 where you explain that under
each scenario it
is presumed that the holders of the OpCo Class B units have exercised
the Exchange Right
and OpCo has elected to issue Class A common shares to the holders of
the OpCo Class B
units; therefore, you have not presented any noncontrolling interest
for the OpCo Class B
units issued to the sellers of POGO. Please detail for us your
rationale for assuming the
holders of the OpCo Class B units will exercise the Exchange Right as
of the date of the
business combination as your pro forma financial statements depict.
5. We note in response to prior comment 11 you have reclassified the
remaining deferred
underwriter commission as a current liability. Please reference the
$1,300,000 adjustment
amount on the pro forma balance sheet to an explanatory note.
6. Please revise Note (B) to indicate you are reflecting the
reclassification of $48.5 million of
cash and investments held in the Trust Account rather than $48.3
million. In addition,
revise Note (C) to indicate you are reflecting net cash proceeds of
$27,380,000 from the
Debt Commitment Letter rather than $26,880,000.
7. Please revise Notes (N) and (Q) to reflect the correct amounts which
correspond to the
FirstName LastNameDiego Rojas
adjustment amounts on the pro forma balance sheet. That is, the pro
forma adjustment
Comapany NameHNR
amounts assumingAcquisition Corp and maximum redemption are $13,247,213
and
50% redemption
October$1,752,787,
6, 2023 Pagerespectively.
2
FirstName LastName
Diego Rojas
FirstName LastNameDiego Rojas
HNR Acquisition Corp
Comapany
October NameHNR Acquisition Corp
6, 2023
October
Page 3 6, 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706
or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding
comments on
the financial statements and related matters. You may contact Sandra Wall,
Petroleum Engineer,
at (202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with
questions
regarding the engineering comments. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Matthew Ogurick