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March 13, 2023
Diego Rojas
Chief Executive Officer
HNR Acquisition Corp.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 14, 2023
File No. 001-41278
Dear Diego Rojas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed February 14, 2023
QUESTIONS AND ANSWERS ABOUT THE PURCHASE AND THE SPECIAL MEETING,
page 6
1.We note your disclosure at page 157 that the White Lion ELOC and EF Hutton PIPE of up
to $35 million are necessary to back up your investment funds from IPO investor
redemptions.  Please revise to include disclosure in this section regarding the Common
Stock Purchase Agreement and Registration Rights Agreement with White Lion,
including that White Lion will purchase up to $150,000,000 in aggregate gross purchase
price of newly issued shares of SPAC Common Stock at a discount to the market price.
Please also clarify the status of the EF Hutton PIPE and discuss the key terms of such
financings and the potential impact of those securities on non-redeeming shareholders.
Highlight material differences in the terms and price of securities issued at the time of the
IPO as compared to the ELOC and PIPE contemplated at the time of the business
combination.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp.
 March 13, 2023 Page 2
 FirstName LastNameDiego Rojas
HNR Acquisition Corp.
March 13, 2023
Page 2
2.Please add a question and answer that discusses the MIPA termination provisions,
including a termination right if the company has not obtained aggregate binding
commitments of at least $60,000,000.00 in the form of debt, equity or other additional
sources of capital from reputable lenders or financing providers, and in a form reasonably
satisfactory to Seller.  Please also update disclosure throughout the filing regarding the
status of such financing and disclose all material risks.
Q: What are the U.S. federal income tax consequences of exercising my redemption rights?, page
10
3.Please revise your discussion of material U.S. federal income tax consequences here to
address the intended tax treatment of the MIPA and the related transactions.  In that
regard, we note the MIPA states that the MIPA and the transactions contemplated thereby
are intended to be treated as a taxable sale by the sellers of the target interests and an
acquisition by buyer of an undivided interest in all of the assets of the Company.  In
addition, we note your cross-reference to disclosure under "Certain Material U.S. Federal
income Tax Consequences of the Exercise of Redemption Rights to HNRA Stockholders,"
but are unable to locate such discussion.  Please revise or advise.
Q: What conditions must be satisfied to consummate the Purchase?, page 13
4.We note your disclosure at page 65 that in the event that all Redeemable Common stock is
redeemed by the holders the Company would not have sufficient cash to close the
Purchase under the terms currently agreed to with Pogo; the Company and Pogo would
need to agree to modify the terms of the Purchase to adjust the Cash Consideration and
increase the Seller Promissory Note amount issued to the Sellers; that there can be no
assurance that such negotiations would be successful, nor that the terms of such
amendments to the agreement would be favorable to the Company; and that, in the event
that such amendments cannot be negotiated, the Company would not be able to satisfy the
conditions to closing of the MIPA. Please revise to additionally include this disclosure in
your related Q&A.  Please also clearly disclose the redemption scenarios under which you
would not be able to meet the condition that the Company will not have redeemed shares
of SPAC Common Stock in an amount that would cause the Company to have less than
$5,000,001 of net tangible assets.
SUMMARY OF THE PROXY STATEMENT, page 15
5.Please revise to include a diagram of your post-business combination ownership structure
that depicts equity ownership under the minimum, interim and maximum redemption
scenarios.
Summary of the Proxy Statement
Opinion of RSI & Associates, page 22
6.Please expand the disclosure of total proved reserves (PDP+PNP+PUD) and proved

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HNR Acquisition Corp.
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developed producing reserves (PDP) to additionally disclose the natural gas reserves
which are reflected in the total PV-10% values. This comment also applies to the
comparable disclosure on page 83.
Risks Relating to Pogo's Industry, page 24
7.The disclosure stating that a substantial majority of Pogo’s revenues are from the crude oil
and gas producing activities of its E&P operators and are derived from royalty payments
appears inconsistent with disclosure elsewhere on page 96 stating that Pogo is the sole
operator and generates revenue from its net revenue interests associated with a 100%
working interest. Please revise your disclosure to correct the inconsistency or tell us why a
revision in not needed.
Risk Factors, page 32
8.Please revise to include a risk factor that the Common Stock Purchase Agreement which
uses a discount to the VWAP at the time of the put results in negative pressure on the
stock price following the consummation of the Business Combination.
9.Please include risk factor disclosure discussing that the Sponsor has elected to exercise the
extension option to extend the time to consummate an initial business combination to May
15, 2023 and describe the proceeds deposited in the Trust Account by the Sponsor relating
to the additional extension period.
The announcement and pendency of the proposed Purchase may adversely affect our business,
financial condition and results of operations..., page 53
10.You disclose that you are currently subject to litigation related to the proposed Purchase,
which could prevent or delay the consummation of the proposed Purchase or result in
significant costs and expenses. Please discuss the facts and circumstances surrounding this
lawsuit.
HNRA's existing stockholders will experience dilution as a consequence of the Purchase, page
55
11.Please revise this risk factor to define the term "Additional Consideration" and discuss the
potentially dilutive impact of the White Lion RRA, including the approximate number
of shares subject to such agreement.  In addition, please quantify the total number of
shares of common stock that will have registration rights following the consummation of
the transactions.
Unaudited Pro Forma Combined Financial Information, page 57
12.We note concurrently with the execution of the MIPA, you entered into a SPAC
Stockholder Support Agreement with certain holders of your common stock and warrants.
Please detail how the terms of this agreement have been considered in the preparation of
the pro forma financial information.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp.
 March 13, 2023 Page 4
 FirstName LastNameDiego Rojas
HNR Acquisition Corp.
March 13, 2023
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Note 5. Pro Forma Loss Per Share, page 66
13.We note that you have excluded 8,625,000 shares from your calculation of weighted
average shares outstanding, basic and diluted under the maximum redemption scenario.
We also note that you have an unfunded $88.1 million purchase price liability under the
maximum redemption scenario.  Please tell us and disclose whether you potentially intend
to fund this liability utilizing the common stock purchase agreements transacted with
White Lion.  If so, tell us how you considered depicting the pro forma EPS calculation
under the full redemption scenario assuming White Lion acquired the appropriate number
of shares to raise a sufficient amount required to satisfy cash conditions pursuant to the
terms of the proposed business combination.
14.We note that you have recorded net income available to common shareholders for all
periods presented.  Footnote 1 to your tabular disclosure specifies that the potentially
dilutive outstanding securities were excluded from the computation of pro forma net loss
per share, basic and diluted, because their effect would have been anti-dilutive.  Please
revise this disclosure to clarify that the you recorded net income and disclose the reason
why the warrants are anti-dilutive, if this is your conclusion.
Unaudited Pro Forma Combined Financial Information
Notes to Unaudited Pro Forma Combined Financial Statements
6.Supplemental Oil and Gas Reserve Information (Unaudited)
Estimated Net Quantities of Oil and Gas Reserves, page 67
15.Please expand your disclosure on page 67 to provide the identity of the entity “Lonestar,”
the relevance to the estimate of reserves and the standardized measure of discounted
future net cash flows, and the relationship with Pogo Resources. Also, please revise your
disclosure to correct the figure for the Pro Forma Combined undeveloped reserves
presented on page 68.
Background of the Purchase, page 78
16.We note your disclosure regarding your search process for a target business, including that
your search started with 20 potential targets. Please revise to provide additional detail on
the process for identifying potential business combination targets and how you narrowed
the original 20 potential targets down to 9 prospects. Please also explain in greater detail
why you determined not to pursue a transaction with any other such potential targets.
17.Please substantially revise your disclosure throughout this section to discuss in greater
detail the substance of meetings and discussions among representatives of HNRA and
Pogo, including identifying the individuals that participated in each negotiation, the
material terms that were discussed, how parties' positions differed, and how issues were
resolved. Revise to clarify the material terms that were included in the letter of intent
executed on September 20, 2022 and how the terms of the business combination evolved
during negotiations. Clarify how the transaction structure and consideration evolved

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during the negotiations, including the proposals and counter-proposals made during the
course of the negotiations with respect to the material terms of the purchase.  Please also
discuss the negotiation of key aspects of the proposed transaction, including how the
transaction structure and consideration evolved during the negotiations, including
proposals and any counter-proposals and the SPAC Stockholder Support Agreement.
HNRA's Board's Reasons for the Approval of the Purchase, page 80
18.The current disclosure appears conclusory in nature.  Please revise to clarify the reasons
for approval of the business combination and disclose any potentially negative factors the
board considered prior to approving the purchase.
Fairness Opinion of RSI & Associates, Inc., page 83
19.We note the fairness opinion at Annex C states that RSI & Associates, Inc. reviewed,
considered and relied upon Financial Projections prepared by HNRA for periods ending
2023-2025. Please revise to disclose such projections and qualitatively and quantitatively
describe all material assumptions underlying such projections. Refer to Item 1015(b)(6) of
Regulation M-A.
20.Please expand your disclosure to discuss in greater detail the analysis conducted by RSI
& Associates, Inc. in determining that the purchase price is fair. For example, we note
your disclosure that RSI & Associates, Inc. considered other similar transactions that also
focus on PDP PV-10% proved reserves. Please revise to describe such transactions.
21.Please revise to disclose the fee paid to RSI & Associates, Inc. for delivery of the fairness
opinion.
Information About Pogo
Pogo's Working Interests in Grayburg-Jackson Field, page 96
22.Disclosure on page 97, as of September 30, 2022, states the estimated total proved
reserves of 18,169 MBoe were 84% oil and 16% natural gas. These percentages appear to
be inconsistent with the figures of 17,531 MBbls of oil (96% of the total reserves) and
3,825 MMcf (4% of the total reserves) disclosed on page 101. Please revise your
disclosure to correct the inconsistency or tell us why a revision is not needed.
Summary of Reserves
PUDs, page 102
23.Please expand your disclosure to provide the material changes in proved undeveloped
reserves that occurred during year ended December 31, 2021. Your disclosure should
clearly identify the source of each change, e.g. revisions, improved recovery, extensions
and discoveries, transfers to proved developed, sales and acquisitions, and to include an
explanation relating to each of the items you identify. If two or more unrelated factors are
combined to arrive at the overall change for an item, you should separately identify and

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quantify each material factor so that the change in net reserve quantities between periods
is fully explained.

The disclosure of revisions in previous estimates of your proved undeveloped reserves in
particular should identify the changes associated with individual factors, such as changes
caused by commodity prices, costs, interest adjustments, well performance, unsuccessful
and/or uneconomic proved undeveloped locations, or the removal of proved undeveloped
locations due to changes in a previously adopted development plan. Refer to the
disclosure requirements in Item 1203 of Regulation S-K.

This comment also applies to the narrative explanations of the significant changes that
occurred in the total net proved reserves provided on page F-56 for each line item shown
in the reconciliation, other than production, and for each of the periods presented. Refer to
FASB ASC 932-235-50-5.
24.We note that you did not convert any of the proved undeveloped reserves disclosed as of
December 31, 2021 to developed reserves during the nine months ended September 31,
2022. Please expand your disclosure to discuss the progress made, including the capital
expenditures incurred to convert your proved undeveloped reserves during the year, and
any factors that impacted or otherwise limited your progress in the conversion of your
proved undeveloped reserves to developed status. This comment also applies, as
appropriate, to your expanded disclosure of the changes that occurred as of the end of the
most recent year-end, for the twelve months ended December 31, 2021. Refer to the
disclosure requirements in Item 1203(c) of Regulation S-K.
25.Please refer to Rule 4-10(a)(31)(ii) of Regulation S-X and question 131.04 in the
Compliance and Disclosure Interpretations (C&DIs) regarding Oil and Gas Rules and
expand your disclosure to clarify that all of the proved undeveloped reserves as of
December 31, 2021 are part of a development plan adopted by management including
approval by the Board, if such approval is required.

To the extent that there are material amounts of proved undeveloped reserves that will not
be converted to proved developed status within five years of initial disclosure as proved
reserves, please expand your disclosure to explain the reasons for the delay. Refer to It