Business Context and Reporting Period
This Form 8-K filing by HNR Acquisition Corp. (not EON Resources Inc.) reports the consummation of its Initial Public Offering (IPO) and a concurrent Private Placement on February 10, 2022. The report date is February 15, 2022. The Company is a Delaware corporation and an emerging growth company.
Key Financial Metrics
- Gross Proceeds from IPO: $86,250,000 from the sale of 8,625,000 Public Units at $10.00 per unit.
- Gross Proceeds from Private Placement: $5,050,000 from the sale of 505,000 Private Units at $10.00 per unit to HNRAC Sponsors LLC.
- Total Capital Raised: $91,300,000.
- Security Structure: Each unit consists of one share of common stock and one warrant exercisable for three-quarters of a share at $11.50 per share.
- Financial Statements: An audited balance sheet as of February 15, 2022, reflecting these proceeds is included as Exhibit 99.1.
Note: The filing text does not provide specific values for revenue, profit, operating cash flow, margins, or existing debt, as this is a pre-business combination SPAC filing.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company on the NYSE American. The Company now has outstanding public securities (HNRAU, HNRA, HNRW) and has received significant cash proceeds to fund its search for an initial business combination.
Outlook, Risks, and Contingencies
- Private Placement Restrictions: Private Units are non-transferable except to permitted transferees until 30 days after the completion of the initial business combination.
- Registration Rights: Holders of Private Units are entitled to registration rights.
- Warrant Terms: Warrants allow the purchase of 0.75 shares at an exercise price of $11.50.
Investor Verification Checklist
- Verify the audited balance sheet (Exhibit 99.1) to confirm the exact cash balance and any transaction costs deducted from the gross proceeds.
- Confirm the specific terms of the trust account established with the IPO proceeds, which is standard for SPACs but not detailed in this summary text.
- Review the underwriting agreement for details on underwriting discounts and commissions not explicitly listed in the gross proceeds figures.
- Check the ticker symbols (HNRAU, HNRA, HNRW) on the NYSE American for current trading status.