UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Non-Redemption Agreement
As previously reported, on August 28, 2023, HNR Acquisition Corp (the “Company” or “HNRA”) entered into an Amended and Restated Membership Interest Purchase Agreement, dated August 28, 2023 (the “MIPA”), by and among HNRA, HNRA Upstream, LLC, a newly formed Delaware limited liability company which is managed by HNRA, and is a subsidiary of HNRA (“OpCo”), and HNRA Partner, Inc., a newly formed Delaware corporation and wholly owned subsidiary of HNRA (“SPAC Subsidiary”, and together with the us and OpCo, “Buyer” and each a “Buyer”), CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together with CIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), and, solely with respect to Section 6.20 of the MIPA, HNRAC Sponsors LLC, a Delaware limited liability company (“Sponsor”).
On November 13, 2023, HNRA entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Backstop Investor”) (the “Non-Redemption Agreement”) pursuant to which Backstop Investor agreed to reverse the redemption of up to the lesser of (i) 600,000 shares of common stock, par value $0.0001 per share, of HNRA (“Common Stock”), and (ii) such number of shares of Common Stock such that the number of shares beneficially owned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with those of Backstop Investor for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (such number of shares, the “Backstop Investor Shares”).
Immediately upon consummation of the closing of the transactions contemplated by the MIPA (the “Closing”), HNRA will pay Backstop Investor, in respect of the Backstop Investor Shares, an amount in cash equal to (x) the Backstop Investor Shares, multiplied by (y) the Redemption Price (as defined in HNRA’s amended and restated certificate of incorporation) minus $5.00.
Exchange Agreements
On November 13, 2023, HNRA entered into exchange agreements (“Exchange Agreements”) with certain holders (the “Noteholders”) of promissory notes issued by HNRA for working capital purposes which accrued interest at a rate of 15% per annum (the “Notes”). Pursuant to the Exchange Agreements, HNRA agreed to exchange, in consideration of the surrender and termination of the Notes in an aggregate principal amount (including interest accrued thereon) of $2,099,545, for 419,909 shares of Common Stock at a price per share equal to $5.00 per share (the “Exchange Shares”). Pursuant to the Exchange Agreements, HNRA also granted to the Noteholders piggyback registration rights with regard to the Exchange Shares.
The Noteholders include JVS Alpha Property, LLC, a company which is controlled by Joseph Salvucci, Jr., a current member of the HNRA board of directors, Byron Blount, nominee member of the HNRA board of directors following the Closing, and Mitchell B. Trotter, the designated Chief Financial Officer and a nominee member of the HNRA board of directors following the Closing.
The foregoing summary of the Non-Redemption Agreement and the Exchange Agreements is qualified in its entirety by reference to the text of the form of Non-Redemption Agreement and form of Exchange Agreement, which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
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Item 3.02 Unregistered Sales of Equity Securities
The information disclosed under Item 1.01 of this Report is incorporated into this Item 3.02 to the extent required herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 13, 2023, the Company, reconvened, its special meeting of its stockholders (the “Special Meeting”) that was originally convened on October 30, 2023 and subsequently adjourned. The Special Meeting was held in connection with: (i) a proposal to approve and adopt the MIPA, and the transactions contemplated thereby (the “Purchase” and such proposal, the “Purchase Proposal”), (ii) a proposal to approve and adopt the HNR Acquisition Corp 2023 Omnibus Incentive Plan, a copy of which is attached to the Proxy Statement (as defined below) as Annex B (the “Incentive Plan Proposal”), (iii) a proposal to approve, for purposes of complying with NYSE American Rule 713(a), the potential and likely issuance of more than 19.99% of the Company’s issued and outstanding shares of common stock including securities convertible into common stock pursuant to the Purchase transactions and issuances which may be made pursuant to a potential private offering (the “NYSE American Proposal”), and (iv) a proposal to approve and adopt, the second amended and restated certificate of, a copy of the form of which is attached to the Proxy Statement as Annex I (the “Charter Proposal”), as each is further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2023 (the “Proxy Statement”).
The record date for the stockholders entitled to notice of, and to vote at, the Special Meeting was October 10, 2023. At the close of business on that date, the Company had 7,515,653 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting. Of the 7,515,653 shares of common stock issued and outstanding and entitled to be voted at the Special Meeting, 6,700,328 shares (or 89.15%), constituting a quorum, were represented in person or by proxy at the Special Meeting.
The Company’s stockholders approved the Purchase Proposal, the Incentive Plan Proposal, the NYSE American Proposal, and the Charter Proposal. The voting results were as follows:
Purchase Proposal
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||
| 6,091,858 | 608,470 | 0 | 0 | |||||||
Incentive Plan Proposal
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||
| 6,595,797 | 104,521 | 10 | 0 | |||||||
NYSE American Proposal
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||
| 6,091,858 | 608,470 | 0 | 0 | |||||||
Purchase Proposal
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||
| 6,091,858 | 608,470 | 0 | 0 | |||||||
Based upon the preliminary reports that have been provided to the Company, the holders of an aggregate of 4,063,777 public shares of the Company’s common stock have submitted requests that their public shares be redeemed in connection with the Special Meeting, with these redemptions only taking effect upon the closing of the closing of the MIPA.
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Item 8.01. Other Events
On November 13, 2023, the Company issued a press release announcing the postponement of the Special Meeting, which is filed herewith as Exhibit 99.1 to this report and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit Number | Description | |
| 10.1 | Form of Non-Redemption Agreement | |
| 10.2 | Form of Exchange Agreement | |
99.1 |
Press Release of HNR Acquisition Corp dated November 13, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| November 13, 2023 | HNR Acquisition Corp | |
| By: | /s/ Donald H. Goree | |
| Name: | Donald H. Goree | |
| Title: | Chief Executive Officer | |
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