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):
October 17, 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 8.01. Other Events
As previously reported, on
May 11, 2023, the stockholders of HNR Acquisition Corp (the “Company” or “HNRA”) approved an amendment
to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial
business combination from May 15, 2023, by up to six (6) one-month extensions to November 15, 2023 (each of which we refer
to as an “Extension”) provided that the Sponsor (or its affiliates or permitted designees) deposits into the trust
account in which the proceeds of the IPO 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, 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.
On October 17, 2023, the Company issued a press release announcing
that $120,000 had been deposited into the Trust Account on October 13, 2023, by the Sponsor’s designee to extend the date by which
the Company has to consummate a business combination from its current termination date of October 15, 2023 (after prior Extensions) to
November 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:
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.
| October 17, 2023 |
HNR Acquisition Corp |
| |
|
|
| |
By: |
/s/ Donald H. Goree |
| |
Name: |
Donald H. Goree |
| |
Title: |
Chief Executive Officer |
3
Exhibit
99.1
HNR Acquisition Corp Announces
Extension of Timing for Initial Business Combination
HOUSTON, TX / October 17, 2023 / HNR Acquisition
Corp (NYSE American: HNRA) (the “Company” or “HNRA”) announces that, in accordance with the Company’s
amended and restated certificate of incorporation, it has received notice from HNRAC Sponsors LLC (the “Sponsor”) of its intention
to extend the period of time by which the Company must complete its initial business combination for one month until November 15, 2023.
Extension of time for Initial Business Combination
In accordance with the Company’s amended and restated
certificate of incorporation, the Sponsor’s designee has timely deposited into trust, on October 13, 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 October 15, 2023 to November
15, 2023.
Intent to purchase all equity interests in
Pogo
Previously the Company announced its intent to
purchase all equity interests in Pogo Resources LLC and its subsidiaries, and to acquire the Grayburg-Jackson oil field in the prolific
Permian Basin in Eddy County, New Mexico. The Pogo fields comprise 13,700 contiguous leasehold acres, 343 producing wells and 207 injection
wells for a total of 550 wells on the properties. Current production is approximately 1,400 barrels of oil and oil equivalent per day.
Management expects to increase daily production to nearly 4,000 barrels of oil and oil equivalent in the next three years in accordance
with the reserve report by William Cobb & Associates, a 3rd party engineering firm retained by Pogo.
About HNR Acquisition Corp
HNRA is a blank check company (otherwise known
as a special purpose acquisition company or SPAC) 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. Important factors - including the availability of funds, the results of financing efforts
and the risks relating to our business - that could cause actual results to differ materially from the Company’s expectations are disclosed
in the Company’s documents filed from time to time on EDGAR (see www.edgar-online.com) and with the Securities and Exchange Commission
(see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
of this press release. 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
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