Business Context and Reporting Period
This Form 8-K is filed by HNR Acquisition Corp (not EON Resources Inc.) on March 10, 2022. The registrant is a Delaware corporation operating as an emerging growth company with securities listed on the NYSE American. The report addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or debt figures for the current period. However, it references the audited financial statements for the period from inception (December 9, 2020) through December 31, 2020. The prior auditor's report included an explanatory paragraph regarding the company's ability to continue as a going concern due to recurring losses from operations and a net capital deficiency.
Material Changes
- Accountant Termination: On March 10, 2022, the company amicably terminated Malone Bailey LLP as its independent registered public accounting firm.
- Accountant Engagement: On March 10, 2022, the company engaged Marcum LLP as its new independent registered public accounting firm, approved by the Board of Directors and Audit Committee.
- Audit Disagreements: There were no disagreements with Malone Bailey regarding accounting principles, practices, or audit scope during the audit period or the subsequent interim period.
- Reportable Events: No reportable events as defined in Item 304(a)(1)(v) of Regulation S-K occurred.
Outlook, Risks, and Contingencies
The primary risk disclosed is the substantial doubt regarding the company's ability to continue as a going concern, as noted in the prior auditor's report. This is attributed to recurring operating losses and a net capital deficiency. The financial statements did not include adjustments that might result from the outcome of this uncertainty. Management's plans to address these matters were described in Note 3 to the Financial Statements, though specific details of those plans are not included in this 8-K text.
Investor Verification Checklist
- Verify the specific details of management's plans to address the going concern uncertainty referenced in Note 3 of the financial statements.
- Confirm the status of the company's net capital deficiency and recurring losses in the most recent financial filings.
- Review the letter from Malone Bailey LLP (Exhibit 16.1) to ensure no undisclosed disagreements exist.
- Monitor the transition of audit responsibilities to Marcum LLP for the upcoming reporting periods.