Business context and reporting period
The filing is HNR Acquisition Corp.’s Form 10-K for the fiscal year ended December 31, 2021. The request identifies EON Resources Inc., but the supplied filing names HNR Acquisition Corp.; confirm the issuer before relying on this summary. HNR was a pre-revenue blank-check company formed to pursue a business combination, with an intended focus on North American energy assets. At year-end it had not selected a target or begun substantive discussions with one.
Financial results and liquidity
| Metric | 2021 | 2020 comparable period |
|---|---|---|
| Revenue | None | None |
| Net loss | $13,782 | $0 |
| Cash at year-end | $38,743 | $25,000 |
| Working capital deficit, excluding deferred offering costs | $186,015 | $50,000 |
| Total assets | $335,976 | $100,000 |
| Total current liabilities | $224,758 | $75,000 |
| Stockholders’ equity | $111,218 | $25,000 |
Cash used in operating activities was $86,707 in 2021; financing activities provided $100,450. The company reported no long-term debt, capital leases, or operating lease obligations at year-end. It had $88,200 due to a related party and $136,558 in accounts payable and accrued liabilities. No operating margin is meaningful because the company had no revenue or operating business.
Changes versus the prior period and subsequent financing
Compared with the brief 2020 period since incorporation, 2021 brought a $13,782 net loss, higher cash, and a larger working-capital deficit. The company’s February 2022 IPO occurred after year-end: it sold 8,625,000 units for gross proceeds of $86.25 million and issued $5.05 million of private-placement units. The filing states that $76.25 million was placed in the trust account and $1.368 million of IPO cash remained outside it for working capital. These are subsequent events, not 2021 operating results.
Outlook, risks, contingencies, and unusual items
- Going concern: The auditor’s report and management disclosures state that substantial doubt exists about the company’s ability to continue as a going concern, citing limited cash, a working-capital deficit, losses, and the need for additional capital. The financial statements include no adjustments for the uncertainty.
- Internal controls: Management reported ineffective disclosure controls and a material weakness involving insufficient accounting personnel and delayed accrual recording. The filing also refers to a restatement in prior reports and planned remediation, but does not establish that the weakness was remediated.
- SPAC deadline and investor exposure: The company generally had 12 months from the February 2022 IPO to complete a business combination, with up to two three-month extensions subject to sponsor loans. If no deal closes, public shares are to be redeemed from the trust, subject to creditor claims and other stated limitations; warrants may expire worthless.
- Conflicts and related parties: The sponsor and insiders have interests that may differ from public stockholders, including founder shares, potential expense reimbursements, and obligations to other entities. In February 2022, the company paid $275,000 upfront under a target-identification services agreement with an entity controlled by its chairman and CEO; it also repaid a shareholder advance and agreed to pay additional sponsor-related expenses. The filing gives differing amounts for those expenses in different sections.
- Auditor and other risks: Marcum LLP audited the 2021 statements; MaloneBailey LLP audited the 2020 statements. The company disclosed an auditor change in March 2022. It also highlighted risks from target-search competition, redemptions, financing availability, energy-sector exposure, COVID-19, and potential trust-account creditor claims.
- Guidance: No operating forecast or target-specific outlook is provided; the company had not identified a business combination target.
Most important facts to verify
- Confirm whether this HNR Acquisition Corp. filing is the intended filing for EON Resources Inc.
- Reconcile the IPO and trust-account figures: the filing states both $87.975 million initially available for a business combination and $76.25 million placed in trust, alongside other proceeds and cash figures.
- Review the complete audited financial statements and notes, including the going-concern basis, any prior-period restatement, and the reported internal-control weakness.
- Verify the amounts, terms, approval process, and payments under the related-party target-identification agreement and sponsor-related expense arrangements.
- Check subsequent filings for business-combination developments, extension funding, redemptions, liquidity, and any remediation of control deficiencies.