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HNR Acquisition Corp | S-1/A: General form for registration of securities under the Securities Act of 1933 (Amendment)

SEC ·  Jul 26 03:19
Summary by Futu AI
HNR Acquisition Corp, a Delaware-based company, has successfully completed the acquisition of Pogo Resources, LLC, an oil and natural gas company with operations in the Permian Basin, on November 15, 2023. The transaction was treated as a business combination in accordance with GAAP. The total consideration involved a mix of cash, shares of Class A and Class B Common Stock, OpCo Class B Units, OpCo Preferred Units, a Seller Promissory Note, and other agreements. To facilitate the acquisition, HNR Acquisition Corp increased its authorized shares and reclassified its common stock through a Second Amended and Restated Certificate of Incorporation. The financing for the deal came from a Senior Secured Term Loan, funds from a Trust Account, and proceeds from private notes...Show More
HNR Acquisition Corp, a Delaware-based company, has successfully completed the acquisition of Pogo Resources, LLC, an oil and natural gas company with operations in the Permian Basin, on November 15, 2023. The transaction was treated as a business combination in accordance with GAAP. The total consideration involved a mix of cash, shares of Class A and Class B Common Stock, OpCo Class B Units, OpCo Preferred Units, a Seller Promissory Note, and other agreements. To facilitate the acquisition, HNR Acquisition Corp increased its authorized shares and reclassified its common stock through a Second Amended and Restated Certificate of Incorporation. The financing for the deal came from a Senior Secured Term Loan, funds from a Trust Account, and proceeds from private notes payable. Additionally, HNR Acquisition Corp entered into several agreements, including a Registration Rights Agreement, an Option Agreement, a Director Nomination and Board Observer Agreement, a Backstop Agreement, and a Founder Pledge Agreement. A Forward Purchase Agreement was also made with Meteora Capital Partners, LP, involving a commitment to purchase shares and waive redemption rights. The company's assets, located in the Grayburg-Jackson Field in Eddy County, New Mexico, are primarily focused on waterflooding recovery methods. Post-acquisition, the company adopted fresh start accounting, reflecting the changes in its financial statements. As an emerging growth company, HNR Acquisition Corp benefits from certain reporting exemptions and operates under various federal, state, and local regulations, including environmental laws. Its financial performance is affected by commodity prices, production volumes, and operating costs, with executive offices based in Houston, Texas.

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