HNRA HNR Acquisition Corp

 

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 24, 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 1.01. Entry into a Material Definitive Agreement

 

As previously disclosed, on August 28, 2023, HNR Acquisition Corp (the “Company”) entered into a commitment letter (the “Debt Commitment Letter”) with First International Bank & Trust (“FIBT” or “Lender”), pursuant to which FIBT has agreed to provide the Company with a senior secured term loan in the amount of $28,000,000 (the “Credit Facility”) to (a) fund a portion of the purchase price contemplated by that Amended and Restated Membership Interest Purchase Agreement dated August 28, 2023 (the “A&R MIPA”) by and among the Company, HNRA Upstream, LLC, a newly formed Delaware limited liability company which is managed by, and is a subsidiary of, the Company (“OpCo”), and HNRA Partner, Inc., a newly formed Delaware corporation and wholly owned subsidiary of OpCo (“SPAC Subsidiary”, and together with the Company and OpCo, “Buyer” and each a “Buyer”), CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with CIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), and, solely with respect to Section 6.20 of the A&R MIPA, HNRAC Sponsors LLC, a Delaware limited liability company for the purchase by Buyer from Seller of 100% of the outstanding equity of Pogo Resources, LLC, a  Texas limited liability company (“Pogo” or the “Target”), (b) partially fund a debt service reserve account funded with $3,000,000 at the closing date of the A&R MIPA (the “Closing Date”) and an additional $2,000,000 to be deposited within 60 days following the Closing Date, (c) cash secure outstanding letters of credit issued by Pogo’s existing lender, (d) pay fees and expenses in connection with the purchase and the closing of the Credit Facility and (e) other general corporate purposes. The Credit Facility will be provided on the Closing Date subject to a number of specified conditions set forth in the Debt Commitment Letter. The definitive documentation for the Credit Facility has not been finalized and, accordingly, the actual terms of the Credit Facility may differ from those described in this Current Report on Form 8-K.

 

The obligations of FIBT to provide the Credit Facility were initially set to terminate on October 30, 2023 if the Closing Date had not occurred by such date (the “Commitment Termination Date”). 

 

On October 24, 2023, the Company and FIBT entered into a First Amendment to the Debt Commitment Letter (the “Amendment”) whereby the Commitment Termination Date was extended to November 15, 2023.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on 8-K, and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit Number		Description
10.2		First Amendment to Commitment Letter, dated October 24, 2023, by and between the HNR Acquisition Corp and First International Bank & Trust
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.

 

October 30, 2023	HNR Acquisition Corp
	By:	/s/ Donald H. Goree
	Name:	Donald H. Goree
	Title:	Chief Executive Officer

 

 

2

Exhibit 10.2

 

FIRST INTERNATIONAL BANK & TRUST

 

CONFIDENTIAL

 

October 24, 2023

 

HNR Acquisition Corp.

3730 Kirby, S-1200

Houston, Texas 77098

 

Attention: Mr. Mitch Trotter

 

Re: First Amendment to Commitment Letter $28,000,000 Senior Secured Term Facility

 

Gentlemen:

 

Reference is made to that certain Commitment Letter dated August 28, 2023, between First International Bank & Trust, a North Dakota banking institution (“FIBT” or “Lender”) and HNR Acquisition Corp, a Delaware corporation (“Borrower” or “you”) for financing in the form of a senior secured term loan in the amount of TWENTY EIGHT MILLION DOLLARS ($28,000,000) (the “Credit Facility”) subject to the terms and conditions set forth therein (the “Original Commitment Letter”). The Original Commitment Letter, as amended herein (this “Amendment”) is referred to as the “Commitment Letter.” You have requested FIBT, and FIBT hereby agrees, to extend the Commitment Termination Date under the Original Commitment Letter to November 15, 2023.

 

For and in consideration of the foregoing, FIBT and Borrower agree:

 

1. Amendments.

 

Section 1(b)(iii) of the Original Comment Letter is hereby deleted and the following is inserted in lieu therefor:

 

“(iii) closing of the Credit Facility on or prior to 5:00 p.m. (Central Time) on November 15, 2023 (the “Commitment Termination Date”).”

 

2. Miscellaneous.

 

(a) Except as otherwise expressly provided herein, the Original Commitment Letter is not amended, modified or affected by this Amendment.

 

(b) Nothing in this Amendment implies any obligation on the part of FIBT nor shall FIBT be obligated, at any time, to grant further amendments or extensions of the Commitment Termination Date.

 

(c) The Original Commitment Letter as amended by this Amendment, embodies the entire agreement among FIBT and you and your affiliates with respect to the specific matters set forth therein and supersede all prior agreements and understandings relating to the subject matter hereof.

 

(d) No person has been authorized by FIBT to make any oral or written statements inconsistent with the Original Commitment Letter as amended by this Amendment.

 

 

(e) This Amendment may be executed in separate counterparts and delivery of an executed signature page of this Amendment by electronic mail or other electronic execution shall be effective as delivery of manually executed counterpart hereof.

 

If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by signing the enclosed counterpart of this Amendment and returning it to FIBT.

 

	Sincerely,
	FIRST INTERNATIONAL BANK & TRUST, a North Dakota banking association
	By:	/s/ Mitchell Cook
		Mitchell Cook
		Market President, Twin Cities

 

Agreed to and accepted as of the date first
above written:
HNR ACQUISITION CORP,
a Delaware corporation
By:	/s/ David M. Smith
Name:	David M. Smith
Title:	General Counsel

 

 

 

 

v3.23.3

Cover	Oct. 24, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 24, 2023
Entity File Number	001-41278
Entity Registrant Name	HNR ACQUISITION CORP
Entity Central Index Key	0001842556
Entity Tax Identification Number	85-4359124
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3730 Kirby Drive
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	713
Local Phone Number	834-1145
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	HNRA
Security Exchange Name	NYSEAMER
Redeemable warrants, exercisable for three quarters of one share of common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, exercisable for three quarters of one share of common stock at an exercise price of $11.50 per share
Trading Symbol	HNRAW
Security Exchange Name	NYSEAMER

---