UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
For
the quarterly period ended
OR
For the transition period from to
Commission
File No.
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ | Large accelerated filer | ☐ | Accelerated filer | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
As
of May 15, 2024,
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (“Form 10Q/A”) to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, originally filed with the Securities and Exchange Commission on May 20, 2024 (the “Original Form 10-Q”), by HNR Acquisition Corp (the “Company’) is being filed for the purpose of correcting an erroneously marked response on the cover page of the Original Form 10-Q.
In the Original Form 10-Q, the box indicating the Company is a “shell company” (as defined in Rule 12b-2 of the Exchange Act) was mistakenly checked as “Yes”. The Company wishes to clarify that this was a scrivener’s error and that the Company does not meet the definition of a shell company. Therefore, in this Form 10Q/A, the box indicating that the Company is a shell company has been correctly checked “No” to reflect the Company’s true status.
Other than as expressly set forth above, this Form 10-Q/A does not, and does not purport to, amend, update or restate the information in any other item of the Original Form 10-Q, or reflect any events that have occurred after the Original Form 10-Q was originally filed. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-Q. Accordingly, this Form 10Q/A should be read in conjunction with the Original Form 10-Q and our other filings with the Securities and Exchange Commission.
Item 6. Exhibits
(a) Exhibits.
| No. | Description of Exhibit | |
| 31.1* | Certification of the Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
1
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HNR ACQUISITION CORP | ||
| Date: June 5, 2024 | By: | /s/ Dante Caravaggio |
| Name: | Dante Caravaggio | |
| Title: | Chief Executive Officer | |
| Date: June 5, 2024 | By: | /s/ Mitchell B. Trotter |
| Name: | Mitchell B. Trotter | |
| Title: | Chief Financial Officer | |
2
Exhibit 31.1
CERTIFICATION
I, Dante Caravaggio, Chief Executive Officer of HNR Acquisition Corp (the “registrant”), certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q/A of the registrant for the period ended March 31, 2024; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: June 5, 2024 | |
| /s/ Dante Caravaggio | |
| Dante Caravaggio | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Mitchell B. Trotter, Chief Financial Officer of HNR Acquisition Corp (the “registrant”), certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q/A of the registrant for the period ended March 31, 2024; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: June 5, 2024 | |
| /s/ Mitchell B. Trotter | |
| Mitchell B. Trotter | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
Document And Entity Information - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
May 15, 2024 |
|
| Document Information Line Items | ||
| Entity Registrant Name | HNR ACQUISITION CORP | |
| Document Type | 10-Q/A | |
| Current Fiscal Year End Date | --12-31 | |
| Amendment Flag | true | |
| Amendment Description | This Amendment No. 1 on Form 10-Q/A (“Form 10Q/A”) to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, originally filed with the Securities and Exchange Commission on May 20, 2024 (the “Original Form 10-Q”), by HNR Acquisition Corp (the “Company’) is being filed for the purpose of correcting an erroneously marked response on the cover page of the Original Form 10-Q.In the Original Form 10-Q, the box indicating the Company is a “shell company” (as defined in Rule 12b-2 of the Exchange Act) was mistakenly checked as “Yes”. The Company wishes to clarify that this was a scrivener’s error and that the Company does not meet the definition of a shell company. Therefore, in this Form 10Q/A, the box indicating that the Company is a shell company has been correctly checked “No” to reflect the Company’s true status.Other than as expressly set forth above, this Form 10-Q/A does not, and does not purport to, amend, update or restate the information in any other item of the Original Form 10-Q, or reflect any events that have occurred after the Original Form 10-Q was originally filed. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-Q. Accordingly, this Form 10Q/A should be read in conjunction with the Original Form 10-Q and our other filings with the Securities and Exchange Commission. | |
| Entity Central Index Key | 0001842556 | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Document Period End Date | Mar. 31, 2024 | |
| Document Fiscal Year Focus | 2024 | |
| Document Fiscal Period Focus | Q1 | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Shell Company | false | |
| Entity Ex Transition Period | false | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Entity File Number | 001-39718 | |
| Entity Incorporation, State or Country Code | DE | |
| Entity Tax Identification Number | 85-4359124 | |
| Entity Address, Address Line One | 3730 Kirby Drive | |
| Entity Address, Address Line Two | Suite 1200 | |
| Entity Address, City or Town | Houston | |
| Entity Address, State or Province | TX | |
| Entity Address, Postal Zip Code | 77098 | |
| City Area Code | (713) | |
| Local Phone Number | 834-1145 | |
| Entity Interactive Data Current | Yes | |
| Class A Common Stock, par value $0.0001 per share | ||
| Document Information Line Items | ||
| Trading Symbol | HNRA | |
| Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
| Security Exchange Name | NYSEAMER | |
| Warrants, each whole warrant exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per whole share | ||
| Document Information Line Items | ||
| Trading Symbol | HNRAW | |
| Title of 12(b) Security | Warrants, each whole warrant exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per whole share | |
| Security Exchange Name | NYSEAMER | |
| Class A Common Stock | ||
| Document Information Line Items | ||
| Entity Common Stock, Shares Outstanding | 5,537,009 | |
| Class B Common Stock | ||
| Document Information Line Items | ||
| Entity Common Stock, Shares Outstanding | 1,800,000 |
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