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): March 7, 2024

 

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
Class A Common Stock, par value $0.0001 per share		HNRA		NYSE American
Redeemable warrants, exercisable for three quarters of one share of Class A 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 October 17, 2022, HNR Acquisition Corp, a Delaware corporation (the “Company”), entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) and a related registration rights agreement (the “White Lion RRA”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”).  Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $150,000,000 in aggregate gross purchase price of newly issued shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms by the Common Stock Purchase Agreement.

 

On March 7, 2024, the Company entered into an Amendment No. 1 to Common Stock Purchase Agreement (the “Amendment”) with White Lion. Pursuant to the Amendment, the Company and White Lion agreed to a fixed number of Commitment Shares equal to 440,000 shares of Common Stock to be issued to White Lion in consideration for commitments of White Lion under the Common Stock Purchase Agreement, which the Company agreed to include all of the Commitment Shares on the Initial Registration Statement filed by the Company.

 

In addition, pursuant to the Amendment, the Company may, from time to time while a Purchase Notice is active, issue a Rapid Purchase Notice to White Lion which the parties will close on the Rapid Purchase within two Business Days of the applicable Rapid Purchase Date. Furthermore, White Lion agreed that, on any single Business Day, it shall not publicly resell an aggregate amount of Commitment Shares in an amount that exceeds 7% of the daily trading volume of the Common Stock for the preceding Business Day.

 

Finally, pursuant to the Amendment, the Company’s right to sell shares of Common Stock to White Lion will now extend until December 31, 2026.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. 

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of Common Stock is incorporated by reference herein in its entirety. The Company will issue the Common Stock in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

 

 

Item 7.01 Regulation FD Disclosure.

 

Attached as Exhibit 99.1 is an updated investor presentation for use by the Company in meetings with certain of its stockholders, investors, and other persons.

 

In addition, on March 7, 2024, the Company issued a press release announcing the posting of the updated investor presentation on the Company’s website. A copy of the press release is filed as Exhibit 99.2 to this this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 7.01 and in Exhibit 99.1 and Exhibit 99.2 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit Number		Description
10.1		Amendment No. 1 to Common Stock Purchase Agreement between HNR Acquisition Corp and White Lion Capital LLC, dated March 7, 2024
99.1		Investor Presentation updated as of March 2024.
99.2		Press Release of the Company dated March 7, 2024.
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.

 

March 7, 2024	HNR Acquisition Corp
	By:	/s/ Mitchell B. Trotter
	Name:	Mitchell B. Trotter
	Title:	Chief Financial Officer

 

 

3

 

Exhibit 10.1

 

AMENDMENT NO. 1

TO

COMMON STOCK PURCHASE AGREEMENT

BETWEEN

HNR Acquisition Corp.

AND

WHITE LION CAPITAL LLC 

 

THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective March 7, 2024 (the “Amendment Effective Date”), is by and between HNR Acquisition Corp., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement by and between the Company and Investor dated October 17, 2022 (the “Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement. 

 

WHEREAS, the Agreement provides for the Company’s issuance to the Investor of Commitment Shares; and 

 

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that the amount of Commitment Shares is definitively quantified, as set forth in this Amendment; 

 

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that a Rapid Purchase, as hereinafter defined, may be permitted;

 

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that the public resale of Commitment Shares by Investor shall be subject to certain contractual limitations hereunder;

 

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that the timing of the registration of Commitment Shares are provided; and

 

WHEREAS, in addition to other adjustments, the parties desire to amend the Agreement such that the automatic termination of the Agreement is stated;

 

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

 

1.

Definitions.

 

Annex I to the Agreement is hereby amended as follows as of the Amendment Effective Date:

 

(a)

The following definitions are amended and restated in their entirety:

 

“Commitment Shares” means 440,000 duly authorized, validly issued, fully paid and non-assessable shares of the Common Stock.

 

“Purchase Notice Shares” means with respect to a Purchase made pursuant to Section 3.1, or a Rapid Purchase made pursuant to Section 3.5, the number of Shares to be purchased by the Investor in such Purchase or Rapid Purchase as specified by the Company in the applicable Purchase Notice or Rapid Purchase Notice, which number of Shares shall not exceed the applicable Purchase Notice Limit terms, subject to adjustment provided herein.

 

 

2.

Amendment to Article III.

 

Article III of the Agreement is hereby amended by added Section 3.5, which shall read in its entirety as follows:

 

“Section 3.5 Rapid Purchase Notice.

 

(a)

During an active Purchase Notice and upon written confirmation by the Investor as set forth in Section 3.5(b) below, and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Rapid Purchase Notice to the Investor, subject to satisfaction of the conditions set forth in Article VII and otherwise provided herein. The Company shall deliver the Purchase Notice Shares, not to exceed the Purchase Notice Limit unless waived by Investor, underlying a Rapid Purchase Notice as DWAC Shares to the Investor’s designated brokerage account alongside the delivery of the Rapid Purchase Notice. A Rapid Purchase Notice shall be deemed delivered on the Business Day that the Investor provides written consent of the acceptance of the Rapid Purchase Notice (the “Rapid Purchase Notice Date"). Each party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective Section 3.5 of this Agreement and the transactions contemplated herein. Each party agrees that notwithstanding any terms under this Agreement to the contrary, subsection (i) of the Purchase Notice Limit (as defined herein) shall be applicable to Rapid Purchases, but not subsections (ii) and (iii) of the Purchase Notice Limit.

 

(b)

Following Investor confirming a Rapid Purchase Notice which shall be effected by a return email or other written communication to the Company on the applicable Rapid Purchase Notice Date, the closing of a Rapid Purchase shall occur up to two (2) Business Days following the Rapid Purchase Notice Date (the “Rapid Closing Date”) provided that the DWAC of the applicable Purchase Notice Shares has been initiated and completed as confirmed by the Investor’s designated brokerage account; whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Rapid Closing Date, the Rapid Purchase Investment Amount by wire transfer of immediately available funds to an account designated by the Company. Company shall use its reasonable best efforts to complete the transfer of Rapid Purchase Notice shares within one (1) Business Day of Rapid Purchase Notice Date.

 

(c)

The following terms shall be defined as set forth below:

 

i.

“Rapid Closing Date” shall have the meaning specified in Section 3.5(b).

 

ii.

“Rapid Purchase” shall mean the closing of a purchase and sale of shares of Common Stock in connection with the delivery of a Rapid Purchase Notice as described in Section 3.5(a)

 

iii.

“Rapid Purchase Investment Amount” shall mean the applicable Purchase Notice Shares referenced in the Rapid Purchase Notice multiplied by the applicable Rapid Purchase Price.

 

iv.

“Rapid Purchase Notice Date” shall have the meaning specified in Section 3.5(a).

 

 

v.

“Rapid Purchase Notice” shall mean any executed Rapid Purchase Notice Form delivered by the Company to the Investor to effect a Rapid Purchase.

 

vi.

“Rapid Purchase Notice Form” shall mean a written notice from Company, substantially in the form of Exhibit D attached hereto, which shall expressly state that it is related to a Rapid Purchase Notice.

 

vii.

“Rapid Purchase Price” shall mean:

 

(A)

For any Rapid Purchase Notice delivered by the Company and accepted by the Investor before 3:45PM New York Time: the lowest traded price of the Common Stock during the Typical Trading Hours on the applicable Rapid Purchase Notice Date.

 

(B)

For any Rapid Purchase Notice delivered by the Company and accepted by the Investor after 3:45 PM New York Time on a Business Day: The lowest post-market trading price (i.e., post Typical Trading Hours) of the Common Stock during the Rapid Purchase Notice Date.

 

viii.

“Typical Trading Hours” shall mean 9:00am-4:00pm New York Time.

 

3.

Amendment to Section 6.9.

 

Section 6.9 of the Agreement is hereby amended by adding subsection (iii), as follows:

 

“(iii) On any given Business Day, the Investor shall not publicly resell an aggregate amount of Commitment Shares in an amount that exceeds seven percent (7%) of the daily trading volume of the Common Stock for the preceding Business Day.”

 

4.

Amendment to Article VI; Additional Section.

 

Article VI of the Agreement is hereby amended by adding Section 6.16, which shall read in its entirety as follows:

 

“Section 6.16 Registration of Commitment Shares. Notwithstanding any terms to the contrary under this Agreement or under the Registration Rights Agreement, the Company shall include all of the Commitment Shares on the Initial Registration Statement filed by the Company in a manner that such Commitment Shares shall be eligible for unrestricted and freely traded resales by the Investor.”

 

5.

Amendment to Section 8.1(i).

 

Section 8.1(i) of the Agreement is hereby amended and restated in its entirety, as follows:

 

“Section 8.1 Automatic Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest to occur of (i) December 31, 2026, (ii) the date on which the Investor shall have purchased the Total Commitment worth of Shares pursuant to this Agreement, or (iii) the date on which, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors.”

 

 

6.       Representations and Warranties. Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.

 

7.

Miscellaneous.

 

(a) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.

 

(b) This Amendment shall be governed by and construed in accordance with the laws of the State of New York as set forth in Section 10.11 of the Agreement and the dispute resolution provisions set forth in the Agreement.

 

(c) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

 

** signature page follows **

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.

 

	HNR Acquisition Corp.
	By:	/s/ Mitchell B. Trotter
	Name:	Mitchell B. Trotter
	Title:	Chief Financial Officer
	WHITE LION CAPITAL, LLC
	By:	/s/ Nathan Yee
	Name:	Nathan Yee
	Title:	Managing Partner

 

 

5

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.2

 

HNR Acquisition Corp Posts

 

Updated Investor Deck to the Company Website

https://www.hnra-nyse.com/

 

HOUSTON, TX / March 7, 2024 / HNR Acquisition Corp (NYSE American: HNRA) (the “Company” or “HNRA”) is an independent oil and gas company focused on the acquisition, development, exploration and production of oil and gas properties in the Permian Basin. Today, the Company posted an updated investor deck to the company website: https://www.hnra-nyse.com/.

 

About HNR Acquisition Corp

 

HNRA is an independent upstream energy company focused on maximizing total returns to its shareholders through the development of onshore oil and natural gas properties in the United States. HNRA’s long-term goal is to maximize total shareholder value from a diversified portfolio of long-life oil and natural gas properties built through acquisition and through selective development, production enhancement, and other exploitation efforts on its oil and natural gas properties. On November 15, 2023, HNRA acquired its operating entity, LH Operating, LLC, whose assets include interests in the Grayburg-Jackson oil field in the prolific Permian Basin in Eddy County, New Mexico.

 

HNRA’s Class A Common Stock trades on the NYSE American Stock Exchange (NYSE American: HNRA). For more information on HNRA, 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. 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. 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

 

v3.24.0.1

Cover	Mar. 07, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 07, 2024
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
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A 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 Class A 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 Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	HNRAW
Security Exchange Name	NYSEAMER

---