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United States securities and exchange commission logo
September 22, 2023
Diego Rojas
Chief Executive Officer
HNR Acquisition Corp
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Filed September 11, 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.
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Cover Page
1.We note you disclose that approval of the Purchase Proposal, Incentive Plan Proposal, the
NYSE American Proposal and the Adjournment Proposal each require the affirmative
vote of a majority of votes cast by holders of shares of SPAC Common Stock present in
person or by proxy at the Special Meeting and entitled to vote thereon.  You also
disclose that approval of the Charter Proposal requires the affirmative vote of the holders
of a majority of the SPAC Common Stock entitled to vote.  This appears inconsistent with
your disclosure that a failure to vote or provide voting instruction for the Purchase
Proposal and the Charter Proposal will have the same effect as a vote Against the
Purchase Proposal and Charter Proposal, but will have no effect on the outcome of any
other proposal in this proxy.  Please revise or advise.
2.We note you disclose here and elsewhere that the holders of OpCo Class B units will be
required to exchange all of their Class B Units (a “Mandatory Exchange”) upon the

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occurrence of the following: (i) upon the direction of the Company with the consent of at
least fifty percent (50%) of the holders of OpCo Class B Units; or (ii) upon the one-
year anniversary of the Mandatory Conversion Trigger Date.  However, you disclose on
page 28 that the Mandatory Exchange will occur upon the Mandatory Conversion Trigger
Date.  Please advise or revise.
Summary Term Sheet, page 1
3.We note the transactions contemplated by the membership interest purchase agreement,
as amended and restated on August 28, 2023, will result in your post-purchase company
organized in an "Up-C" structure.  Please tell us whether the parties to the MIPA also
entered into a tax receivable agreement, as is typically the case with Up-C structures. If
so, please expand your disclosures throughout the proxy to provide details for this related
agreement, and also file a copy of the agreement as an annex or exhibit.
Q: What is an "Up-C" structure?, page 14
4.Please expand your disclosure to explain the business or strategic rationale for use of the
"Up-C" structure. Please also highlight any significant tax or other material benefits to
CIC as Partner/Seller so long as it owns interests directly through Units of OpCo.
Summary of the Proxy Statement
Impact of the Purchase on HNRA's Public Float, page 33
5.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. For example, please disclose the impact of the OpCo Class B Units, the
OpCo Preferred Units and the Preferred Stock PIPE at each of the redemption levels
detailed in your sensitivity analysis, including any needed assumptions. We also note your
disclosure on page 35.
Ownership Structure of HNRA after the Closing, page 34
6.We note that the chart reflects that OpCo Class B common units and OpCo Preferred
Units are held by CIC Partner/Seller. Please revise this chart to include the number
of OpCo Class B common units and OpCo Preferred Units held by CIC Partner/Seller.  In
addition, quantify the percentage of equity interests to be held in OpCo by CIC
Partner /Seller.
Summary of the Proxy Statement
Opinion of RSI & Associates, page 39
7.Please expand your disclosure to clarify that RSI & Associates' amended fairness opinion
is based on the Cobb & Associates 3rd Party Engineering Study as of December 31, 2022
revised on April 25, 2023 to exclude the 10% overriding royalty interest now held by
Pogo Royalty, LLC. This comment also applies to the disclosure on page 123 and in the

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RSI & Associates, Inc. amended fairness opinion included as Annex C.
Unaudited Pro Forma Combined Financial Information
Notes to Unaudited Pro Forma Combined Financial Statements
Note 3 - Preliminary Price Allocation, page 92
8.We note under the 50% redemption scenario you indicate the purchase price consideration
includes the full amount of the Promissory Note to Sellers of Pogo and the issuance of
85,000 OpCo Preferred Units.  However, we note pro forma adjustment (N) reflects the
issuance of only $13,307,21 in principal under Seller Promissory Note, and there is no
issuance of OpCo Preferred Units under the scenario on the pro forma balance sheet.
Please address this inconsistency.
9.Please revise the details depicting the preliminary purchase price under the maximum
redemption scenario to indicate 2,000,000 OpCo Preferred Units will be issued rather than
85,000 OpCo Preferred Units.
Note 4 - Adjusted to Pro Forma Combined Financial Information, page 93
10.We note pro forma adjustment (D) reflects the issuance of 2,000,000 OpCo Class B units
issued to the sellers of Pogo.  Please refer to the guidance in FASB ASC 810-10-45-16,
and revise your pro forma balance sheet to present the Seller's ownership interest in OpCo
as a noncontrolling interest rather than Additional paid in capital or explain in further
detail why it is appropriately classified within your equity.
11.In the note for pro forma adjustment (E) you state that you are required to pay
the $1,300,000 deferred underwriter commission in cash 90 days after the closing date.
Please include a pro forma adjustment to reflect this obligation as a current liability.
12.We understand the maturity note of the promissory note is six months from the closing of
the transactions contemplated by the MIPA.  Please revise pro forma adjustment (N) to
present the outstanding principal of the promissory note as a current liability.
Adjustments to Unaudited Pro Forma Combined Statements of Operations, page 94
13.Please revise your pro forma statements of operations to present net income or loss from
continuing operations attributable to the controlling interest as required by Rule 11-
02(a)(5) of Regulation S-X.
Unaudited Pro Forma Combined Financial Information
Notes to Unaudited Pro Forma Combined Financial Information
6. Supplemental Oil and Gas Reserve Information (Unaudited), page 97
14.Please expand the discussion of the pro forma estimates of proved oil and gas reserves and
discounted future net cash flows prepared by William M. Cobb & Associates to reference
the pro forma reserve reports, as of December 31, 2021 (updated July 12, 2023) and
2022 (updated April 25, 2023), respectively, which exclude the 10% overriding royalty

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interest not acquired in the amended transaction. Also, identify the corresponding
attachments filed as Annex D and Annex E, respectively, and modify Table of Contents
to clarify these reports represent the pro forma estimates, e.g. excludes the 10% overriding
royalty interest not acquired in the amended transaction. Refer to the disclosure
requirements in Item 1202(a)(8) of Regulation S-K and FASB ASC 932-235-50-10 and
50-36.
15.Please modify the pro forma presentations of the estimated net quantities of oil and gas
reserves (page 97), the standardized measure of discounted future net cash flows (page
98), and the changes in standardized measure (page 98) to reconcile the original
transaction estimates for the historical HNR Acquisition Corporation and Pogo Resources,
LLC to the current amended transaction estimates (reduced by the 10% overriding royalty
interest) for Pogo Resources, LLC and the resulting Pro Forma Combined estimates.
16.The pro forma summary of changes in estimated proved reserves includes "revisions of
previous estimates" which references footnote (1); however, footnote (1) and its
accompanying explanation are not provided. Please revise your disclosure to provide the
referenced footnote to identify and quantify each individual factor that contributed to the
overall change in the line item. If two or more unrelated factors are combined to arrive at
the overall change, your revised disclosure should separately identify and quantify each
factor, including offsetting factors, so the change in net reserve quantities between periods
is fully explained. Refer to the disclosure requirements in FASB ASC 932-235-50-5.
Background of the Purchase, page 114
17.Please substantially expand your disclosure to discuss the negotiation of key aspects of the
proposed transaction, including the "Up-C" structure, A&R MIPA, Option Agreement,
Backstop Agreement, the Escrow Agreement, Board Designation Agreement and PIPE
Investment. Your discussion should include the underlying reasons for the negotiation of
such structure and agreements, and identify the individuals that participated in any
negotiation and the material terms negotiated. For example, clarify how the parties
determined the type and amount of consideration and the rational for reducing the
purchase price from $120 million in the Original MIPA to $90 million in the A&R MIPA
and the rationale for receiving an updated opinion from RSI & Associates.
Fairness Opinion of RSI & Associates, Inc., page 123
18.We note RSI & Associates, Inc. has updated their fairness opinion. Please clarify whether
HNRA paid an additional fee for the revised opinion. In this regard we note
your disclosure regarding the aggregate fee of $54,210 is unchanged in this amendment.
Proposal No. 3 - The NYSE American Proposal, page 137
19.We note that Proposal No. 3 does not include the 2,000,000 OpCo Class B Units that
comprise a portion of the Aggregate Consideration for the Target Interests.  Please advise
or revise.

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Information About Pogo
Crude Oil and Natural Gas Data, page 145
20.Please file the reserves reports prepared by William M. Cobb & Associates including the
10% overriding royalty interests as of December 31, 2021 and 2022 (updated March 23,
2023) consistent with the estimate presented on pages 147, 148, F-64, F-66 and F-67 and
list these reports in the Table of Contents. Also, expand the discussion on pages 145, 146,
148, and F-64 to identify the reports shown in the Table of Contents and clarify that the
estimates of proved oil and gas and discounted future net cash flows represent Pogo
Resource, LLC total interests including the 10% overriding royalty interests not acquired
by HNR Acquisition Corporation in the transaction. Refer to the disclosure requirements
in Item 1202(a)(8) of Regulation S-K and FASB ASC 932-235-50-10 and 50-36.
Beneficial Ownership of Securities, page 211
21.Please revise your beneficial ownership table to include the beneficial interest in voting
securities held by HNRAC Sponsors LLC. In that regard, we note your tabular disclosure
on page 33 states that all 2,501,250 of the Founders Shares are owned by the Sponsor and
its transferees.  Please also revise your disclosure to identify the natural person or persons
who have voting and/or investment control of the shares held by Pogo Royalty, LLC and
advise why you have removed Seller from the beneficial ownership table. Refer to Item
403 of Regulation S-K and Exchange Act Rule 13d-3.
Where You Can Find More Information, page 216
22.Please incorporate by reference your current reports on Form 8-K filed August 30, 2023
and September 13, 2023.
Annex, page A-1
23.Please file a complete copy of the A&R MIPA at Annex A, including all exhibits.
General
24.We note your disclosure that in connection with the transactions contemplated by the
MIPA, you may complete the Preferred Stock PIPE Investment.  Please update your
disclosure to discuss the current status of the Preferred Stock PIPE Investment.  In that
regard, we note your disclosure on page 20 and risk factor disclosure on page 74 indicates
that you may not have sufficient cash to close the Purchase if you are not able to complete
the Preferred Stock PIPE Investment and a substantial number of public stockholders
exercise their redemption rights.  In addition, when known, please disclose if the SPAC
Sponsor, directors, officers or their affiliates will participate in the potential Preferred
Stock PIPE Investment.

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September 22, 2023
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25.Please provide a summary of the purpose and effect of the Backstop Agreement, including
whether and how certain parties to the business combination or their affiliates may benefit
from the Backstop Agreement.
26.We note the Seller Promissory Note is payable within six-months following the closing of
the transaction contemplated in the MIPA.  Please discuss the impact such Seller
Promissory Note will have on your liquidity and capital resources after the closing of the
purchase.  Also, disclose the source of the funds to be used to make such payments.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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