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HNR Acquisition Corp.

3730 Kirby Drive, Suite 1200

Houston, TX 77098

May 15, 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.

    Preliminary Proxy Statement on Schedule 14A

    Filed February 14, 2023

    File No. 001-41278

Dear Miss Packebusch:

HNR Acquisition Corp. (the “Company”) confirms receipt
of the letter dated March 13, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the above-referenced filing. We are responding to the Staff’s comments as set forth below. The Staff’s comments
are set forth below, followed by the Company’s response in bold:

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed
February 14, 2023 (the “Proxy Statement”)

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.

RESPONSE: In response to the Staff’s comment, the
Company has added disclosure to the Q&A section to include disclosure 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 4% discount to the market price. The White Lion ELOC stock sales will only occur after the closing
of the MIPA.

Additionally, the Company has revised the disclosure on
page 171 of the Proxy Statement to remove the reference to the EF Hutton PIPE, which is no longer being contemplated.

    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.

RESPONSE: In response to the Staff’s comment, the Company has
added a Q&A on pages 15-16 that discusses the MIPA termination provisions in accordance with the comment. The Company will update on a go-forward basis the details of debt and equity financings as those
terms become available.

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.

RESPONSE: In response to the Staff’s comment, the Company has
revised the Q&A on page 11 and the disclosure on beginning on page 80 to discuss the consequences of the redemption. The Company has
also added a Q&A on page 11 that discusses the tax treatment of the MIPA.

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.

RESPONSE: In response to the Staff’s comment, the
Company has revised disclosures to the Q&A titled “What happens if a substantial number of public stockholders vote in favor
of the Purchase Proposal and exercise their redemption rights?” on beginning on page 11.

    2

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.

RESPONSE: In response to the Staff’s comment, the Company has
revised its disclosures starting on page 21 of the Proxy Statement to include a table of the post-business combination ownership that
depicts equity ownership under the minimum, interim and maximum redemption scenarios. The Company has also included diagrams in the Proxy
Statement reflecting the post-business combination ownership structure 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 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.

RESPONSE: In response to the Staff’s comment, the
Company has revised the pages 26 and 95 to disclose the natural gas reserves which are reflected in the total PV-10% values.

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.

RESPONSE: We have revised the Proxy Statement throughout
to clarify that Pogo is the sole operator and generates revenue from its net revenue interests associated with its 100% working interest
in the properties.

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.

RESPONSE: In response to the Staff’s comment, the
Company has added risk factors beginning on page 62 of the Proxy Statement describing the Common Stock Purchase Agreement and the potential
negative pressure on the stock price of the Company’s Common Stock as a result of any purchases of Company Common Stock and registration
of any such Common Stock pursuant to the Common Stock Purchase Agreement.

    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.

RESPONSE: In response to the Staff’s comment,
the Company has added a risk factor on page 61 in the Proxy Statement to disclose that the Sponsor has elected to extend the time to
consummate an initial business combination to June 15, 2023 and previously deposited $862,500 and $120,000, on two separate
occasions, into the trust account in connection with the extension.

    3

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.

RESPONSE: In response to the Staff’s comment, the
Company has updated the relevant disclosure on page 59 of the Proxy Statement to reflect that the Company is not currently subject to
litigation related to the proposed Purchase.

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.

RESPONSE: In response to the Staff’s comment, the
Company has updated the relevant risk factor to remove the reference to Additional Consideration. In addition, the Company has added additional
risk factors discussing the potentially dilutive impact of the White Lion transaction.

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.

RESPONSE: In response to the Staff’s comment, the
Company advises the Staff, and has disclosed on page 66 of the Proxy Statement, that the SPAC Stockholder Support Agreement does not have any impact on the Company’s pro forma financial
information, as the SPAC stockholders that are party to this agreement waived their redemption rights.

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.

RESPONSE: In response to the Staff’s comment, the
Company advises the Staff, and has disclosed on page 72 of the Proxy Statement, that as of the date hereof, the Company does not anticipate use of the White Lion Common Stock Purchase Agreement
to achieve the necessary funds to close.

    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.

RESPONSE: In response to the Staff’s comment, the
Company advises the Staff that the Company has revised its disclosures on page 73 to correct the typographical error, and to specify
that the warrants are considered anti-dilutive under the treasury stock method of FASB ASC 260-10-45-23 due to the Company’s common
stock market price being less than the exercise price of the warrants.

    4

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.

RESPONSE: In response to the Staff’s comment, the
Company advises the Staff the reference to Lonestar is a typographical error and that the Company has revised its disclosures on page
74 correct such error.

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.

RESPONSE: In response to the Staff’s comment, the
Company has revised the disclosures on page 88 of the Proxy Statement in response to the Staff’s comment.

    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 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 c