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July 20, 2023
Diego Rojas
Chief Executive Officer
HNR Acquisition Corp
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A
Filed July 10, 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 and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A
Unaudited Pro Forma Combined Information, page 66
1.We note on June 9, 2023 your Sponsor designee deposited $120,000 into the trust
account to extend the period of time in which you must complete an initial business
combination from June 15, 2023 to July 15, 2023.  However, your pro forma balance sheet
only reflects the extension payment that was deposited on May 11, 2023.  Please revise
your pro forma balance sheet to reflect the deposit made in June as well as any additional
deposits the Sponsor designee must make to extend the date you must complete the initial
business combination further.
2.We note that you do not have sufficient cash to fund the $85 million of cash consideration
and that Pogo would need to agree to modify the terms of the MIPA to adjust both the
cash and share consideration if you are unable to secure additional financing.  We also
note disclosure on page 162 that you are actively pursuing Reserve Based Lending (RBL)

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 July 20, 2023 Page 2
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
July 20, 2023
Page 2
debt sufficient to complete the purchase under any redemption scenario as well as
pursuing sources for private equity placements to fill any potential gap in financing for the
closing.

For each of the scenarios depicted in your pro forma financial statements, you include a
purchase price liability without further pro forma adjustment to reflect viable alternatives
for financing.  Please revise your presentation to include the most likely scenarios for
which you concluded that you have viable financing options to fund the purchase price
liability.

To the extent you conclude that the sellers would accept additional shares to reduce or
eliminate the cash consideration, tell us your consideration as to how this may impact the
accounting treatment for this transaction.  That is, would the issuance of additional shares
result in the transaction being accounted for as a reverse acquisition rather than an
acquisition of a business?  If the additional shares accepted by the seller would impact
your conclusion regarding the accounting for the transaction, please include this alternate
scenario in your pro forma financial statements.

To the extent you conclude that the sellers would accept additional debt to reduce or
eliminate the cash consideration, please include an incremental pro forma adjustment to
include the incremental debt and associated interest expense.  Please disclose the terms of
the incremental debt and specify if there are instances where the seller would obtain
incremental influence or control over the post transaction entity.

To the extent you conclude that obtaining third party financings is a viable alternative to
fund the purchase price liability, include pro forma adjustments to depict this additional
debt and the incremental interest expense.  Include details of the expected terms of this
debt, including how you determined the appropriate interest rate utilized in your
calculation of pro forma interest expense.
Notes to Unaudited Pro Forma Combined Financial Statements
6. Supplemental Oil and Gas Reserve Information (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows, page 78
3.We note your revised disclosures in response to prior comment 11 and reissue it in part.
Please expand the discussion accompanying your presentation of the standardized
measure on pages 78 and F-62 to clarify the future development costs used in the
calculation of the standardized measure include abandonment costs to comply with FASB
ASC 932-235-50-36. Also, please revise the discussion accompanying the presentation of
the "Reconciliation of Standardized Measure to PV-10" on page 120 to clarify the
standardized measure is equivalent to PV-10 after ARO.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 July 20, 2023 Page 3
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
July 20, 2023
Page 3
Fairness Opinion of RSI & Associates, Inc., page 99
4.We note your response to prior comment 6. With respect to your DFE analysis, please
revise to additionally clarify the "various subjective risk characteristics of the industry and
the subject company" used in such analysis.
Beneficial Ownership of Securities, page 179
5.We note your response to prior comment 10 and your revised disclosure at page 26 that
the Sponsor's investment in the Company consists of 2,501,250 Founder Shares, with
certain of such Founder Shares having been since transferred to affiliates of your Sponsor.
We further note your disclosure at page 22 that all 505,000 private placement shares are
owned by the Sponsor. Please revise your beneficial ownership table to include the
beneficial interest in voting securities held the Sponsor and its affiliates. Please also revise
your disclosure to identify the natural person or persons who have voting and/or
investment control of the shares held by HNRAC Sponsors LLC and Seller/CIC Partners.
Refer to Item 403 of Regulation S-K and Exchange Act Rule 13d-3.
Notes to the Consolidated Financial Statements
Note 12. Supplemental Disclosure of Oil and Natural Gas Operations (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows, page F-62
6.The figures for the future net cash flows and the standardized measure of discounted
future net cash flows appear to be inconsistent with the calculation of these figures using
the future cash inflows less the future production and development costs as presented for
the year ended December 31, 2021. Please revise your disclosure to correct the
inconsistency or tell us why a revision in not needed.
General
7.We note your response to prior comment 13 and will continue to consider your disclosure
in these regards.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 July 20, 2023 Page 4
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
July 20, 2023
Page 4
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer,
at (202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick