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Correspondence 0001013762-23-003287 from EON Resources Inc. (EONR)

EON Resources Inc.
Date: Oct. 11, 2023 · CIK: 0001842556 · Accession: 0001013762-23-003287

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File numbers found in text: 001-41278

Date
October 11, 2023
Author
/s/ Donald H. Goree
Form
CORRESP
Company
EON Resources Inc.

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation Attention: Jenifer Gallagher, Staff Accountant Re: HNR Acquisition Corp. Amendment No. 6 to Preliminary Proxy Statement on Schedule 14A Filed October 10, 2023 File No. 001-41278

Dear Ms. Packebusch:

Reference is hereby made to that certain telephone conference by and among Pryor Cashman LLP, counsel to HNR Acquisition Corp. (the “Company”), John Cannarella, Staff Accountant and Jenifer Gallagher, Staff Accountant, on October 11, 2023 with respect to the above-referenced filing. Please find enclosed a complete copy of Amendment No. 7 (“Amendment No. 7”) to the above-referenced filing (as amended by Amendment No. 7, the “Proxy Statement”) to address the Staff’s comment regarding Note 4 to the Unaudited Pro Forma Combined Financial Information.

The Company has addressed the comment by amending Note 4 to the to the Unaudited Pro Forma Combined Financial Information by including the following sentence: “The OpCo Class B Units have no economic rights in OpCo, including, without limitation, no rights to distributions, profits or losses of OpCo, or any rights upon the occurrence of any liquidation of OpCo.”

We greatly appreciate the Staff’s patience with this file. Should you require further information, please contact our legal counsel Matthew Ogurick of the law firm Pryor Cashman LLP at (212) 326-0243.

Very truly yours,
/s/ Donald H. Goree

Show Raw Text
CORRESP
1
filename1.htm

HNR Acquisition Corp.

3730 Kirby Drive, Suite 1200

Houston, TX 77098

October 11, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F. Street, N.W.

Mail Stop 6010/3561

Washington, DC 20549

    Attention:
    Jenifer Gallagher, Staff Accountant

    John Cannarella, Staff Accountant

    Sandra Wall, Petroleum Engineer

    John Hodgin, Petroleum Engineer

    Liz Packebusch, Staff Attorney

    Karina Dorin, Staff Attorney

    Re:
    HNR Acquisition Corp.

    Amendment No. 6 to Preliminary Proxy Statement on Schedule 14A

    Filed October 10, 2023

    File No. 001-41278

Dear Ms. Packebusch:

Reference is hereby made to that certain telephone conference by and
among Pryor Cashman LLP, counsel to HNR Acquisition Corp. (the “Company”), John Cannarella, Staff Accountant and Jenifer
Gallagher, Staff Accountant, on October 11, 2023 with respect to the above-referenced filing. Please find enclosed a complete copy of
Amendment No. 7 (“Amendment No. 7”) to the above-referenced filing (as amended by Amendment No. 7, the “Proxy
Statement”) to address the Staff’s comment regarding Note 4 to the Unaudited Pro Forma Combined Financial Information.

The Company has addressed the comment by amending
Note 4 to the to the Unaudited Pro Forma Combined Financial Information by including the following sentence: “The OpCo Class B Units
have no economic rights in OpCo, including, without limitation, no rights to distributions, profits or losses of OpCo, or any rights upon
the occurrence of any liquidation of OpCo.”

We greatly appreciate the Staff’s patience
with this file. Should you require further information, please contact our legal counsel Matthew Ogurick of the law firm Pryor Cashman
LLP at (212) 326-0243.

    Very truly yours,

    /s/ Donald H. Goree

    Name:
    Donald H. Goree

    Title:
    Chief Executive Officer

    cc:
    Matthew Ogurick, Esq.