UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(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, 2024

 

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
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

 

3730 Kirby Drive, Suite 1200    
Houston, TX   77098
(Address of principal executive offices)   (Zip Code)

 

(713) 834-1145
(Registrant’s telephone number, including area code)

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share   HNRA   NYSE American LLC
Warrants, each whole warrant exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per whole share   HNRAW   NYSE American  LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

☐ Large accelerated filer   ☐ Accelerated filer
☒ Non-accelerated filer   ☒ Smaller reporting company
      ☒ 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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

 

As of May 15, 2024, 5,537,009 shares of Class A Common Stock, par value $0.0001 per share, and 1,800,000 share of Class B Common Stock, par value $0.0001 per share, were issued and outstanding.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A (“Form 10Q/A”) to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, originally filed with the Securities and Exchange Commission on May 20, 2024 (the “Original Form 10-Q”), by HNR Acquisition Corp (the “Company’) is being filed for the purpose of correcting an erroneously marked response on the cover page of the Original Form 10-Q.

 

In the Original Form 10-Q, the box indicating the Company is a “shell company” (as defined in Rule 12b-2 of the Exchange Act) was mistakenly checked as “Yes”. The Company wishes to clarify that this was a scrivener’s error and that the Company does not meet the definition of a shell company. Therefore, in this Form 10Q/A, the box indicating that the Company is a shell company has been correctly checked “No” to reflect the Company’s true status.

 

Other than as expressly set forth above, this Form 10-Q/A does not, and does not purport to, amend, update or restate the information in any other item of the Original Form 10-Q, or reflect any events that have occurred after the Original Form 10-Q was originally filed. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-Q. Accordingly, this Form 10Q/A should be read in conjunction with the Original Form 10-Q and our other filings with the Securities and Exchange Commission.

 

 

 

 

Item 6. Exhibits

 

(a) Exhibits.

 

No.   Description of Exhibit
31.1*   Certification of the Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*   Certification of the Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Filed herewith.

 

1

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  HNR ACQUISITION CORP
     
Date: June 5, 2024 By: /s/ Dante Caravaggio
  Name:  Dante Caravaggio
  Title: Chief Executive Officer
     
Date: June 5, 2024 By: /s/ Mitchell B. Trotter
  Name: Mitchell B. Trotter
  Title: Chief Financial Officer

 

 

2 

 

 

true --12-31 Q1 0001842556 0001842556 2024-01-01 2024-03-31 0001842556 hnra:CommonStock00001ParValuePerShareMember 2024-01-01 2024-03-31 0001842556 hnra:WarrantsEachWholeWarrantExercisableForThreeQuartersOfOneShareOfCommonStockAtAnExercisePriceOf1150PerWholeShareMember 2024-01-01 2024-03-31 0001842556 us-gaap:CommonClassAMember 2024-05-15 0001842556 us-gaap:CommonClassBMember 2024-05-15 xbrli:shares

Exhibit 31.1

 

CERTIFICATION

 

I, Dante Caravaggio, Chief Executive Officer of HNR Acquisition Corp (the “registrant”), certify that:

 

1. I have reviewed this quarterly report on Form 10-Q/A of the registrant for the period ended March 31, 2024; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: June 5, 2024  
   
/s/ Dante Caravaggio  
Dante Caravaggio  
Chief Executive Officer  
(Principal Executive Officer)  

 

Exhibit 31.2

 

CERTIFICATION

 

I, Mitchell B. Trotter, Chief Financial Officer of HNR Acquisition Corp (the “registrant”), certify that:

 

1. I have reviewed this quarterly report on Form 10-Q/A of the registrant for the period ended March 31, 2024; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

   

Date: June 5, 2024  
   
/s/ Mitchell B. Trotter  
Mitchell B. Trotter  
Chief Financial Officer  
(Principal Financial Officer)  

 

v3.24.1.1.u2
Document And Entity Information - shares
 3 Months Ended
Mar. 31, 2024
May 15, 2024
Document Information Line Items    
Entity Registrant Name HNR ACQUISITION CORP  
Document Type 10-Q/A  
Current Fiscal Year End Date --12-31  
Amendment Flag true  
Amendment Description This Amendment No. 1 on Form 10-Q/A (“Form 10Q/A”) to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, originally filed with the Securities and Exchange Commission on May 20, 2024 (the “Original Form 10-Q”), by HNR Acquisition Corp (the “Company’) is being filed for the purpose of correcting an erroneously marked response on the cover page of the Original Form 10-Q.In the Original Form 10-Q, the box indicating the Company is a “shell company” (as defined in Rule 12b-2 of the Exchange Act) was mistakenly checked as “Yes”. The Company wishes to clarify that this was a scrivener’s error and that the Company does not meet the definition of a shell company. Therefore, in this Form 10Q/A, the box indicating that the Company is a shell company has been correctly checked “No” to reflect the Company’s true status.Other than as expressly set forth above, this Form 10-Q/A does not, and does not purport to, amend, update or restate the information in any other item of the Original Form 10-Q, or reflect any events that have occurred after the Original Form 10-Q was originally filed. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-Q. Accordingly, this Form 10Q/A should be read in conjunction with the Original Form 10-Q and our other filings with the Securities and Exchange Commission.  
Entity Central Index Key 0001842556  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Mar. 31, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Shell Company false  
Entity Ex Transition Period false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 001-39718  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 85-4359124  
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  
Entity Interactive Data Current Yes  
Class A Common Stock, par value $0.0001 per share    
Document Information Line Items    
Trading Symbol HNRA  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share  
Security Exchange Name NYSEAMER  
Warrants, each whole warrant exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per whole share    
Document Information Line Items    
Trading Symbol HNRAW  
Title of 12(b) Security Warrants, each whole warrant exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per whole share  
Security Exchange Name NYSEAMER  
Class A Common Stock    
Document Information Line Items    
Entity Common Stock, Shares Outstanding   5,537,009
Class B Common Stock    
Document Information Line Items    
Entity Common Stock, Shares Outstanding   1,800,000
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