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HNR Acquisition Corp.

3730 Kirby Drive, Suite 1200

Houston, TX 77098

June 16, 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. 1 to Preliminary Proxy Statement on
    Schedule 14A

    Filed May 15, 2023

    File No. 001-41278

Dear Miss Packebusch:

HNR Acquisition Corp. (the “Company”) confirms
receipt of the letter dated May 26, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the above-referenced filing. Please find enclosed a complete copy of Amendment No. 2
(“Amendment No. 2”) to the above-referenced filing (as amended by Amendment No. 2, the “Proxy Statement”).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:

Summary of the Proxy Statement

Opinion of RSI & Associates, page 26

 1. We note disclosure on pages 26 and 95 appears
                                            to indicate that the Cobb and Associates 3rd Party Engineering Study dated September 30,
                                            2022 is included in this Proxy Statement; however, we are unable to locate the referenced
                                            reserve report. Please revise the Proxy Statement to include the referenced report. Alternatively,
                                            remove the statement that the report is included.

RESPONSE: In response to the Staff’s comment, the
Company has revised the Proxy Statement to remove the statement that the September 30, 2022 Cobb Report is included.

Summary Historical Financial Information of HNRA, page 31

 2. Please modify the paragraphs preceding the
                                            summary of the historical financial information of HNRA to indicate the selected historical
                                            financial data for the years ended December 31, 2022, 2021 and 2020 have been derived from
                                            HNRA’s audited rather than unaudited financial statements and only the financial statements
                                            as of and for the years ended December 31, 2022 and 2021 are included elsewhere in this proxy
                                            statement. The financial statements as of December 31, 2020 and for the period from December
                                            9, 2020 through December 31, 2020 are no longer presented in the amended proxy. In addition,
                                            please change the filing date of HNRA’s Form 10-K for the fiscal year ended December 31,
                                            20222 to March 31, 2023.

Similarly, please modify the preceding paragraphs to
the summary of historical financial information of Pogo on page 33 to indicate the financial data as of and for years ended December
31, 2022, 2021 and 2020 have been derived from audited financial statements and only the financial statements as of and for years ended
December 31, 2022 and 2021 are included elsewhere in the proxy.

RESPONSE: In response to the Staff’s comment, the
Company has revised pages 32 and 34 of the Proxy Statement. The Company is including references to both the Form 10-K and unaudited
financial statements for the three-month periods ended March 31, 2023 and 2022.

Risk Factors

HNRA has extended the period of time by which it must complete
its initial business combination to June 15, 2023, page 60

 3. We note you disclose that your stockholders
                                            approved an amendment to your certificate of designation to allow up to six one-month extensions
                                            to November 15, 2023 on May 11, 2023. We further note that your Form 8-K filed May 16, 2023
                                            states that in connection with such amendment stockholders holding 4,115,597 shares of common
                                            stock exercised their right to redeem their shares and approximately $43 million was removed
                                            from the trust account to pay such holders. Please update your filing accordingly. If a vote
                                            in favor of the Purchase is assured by virtue of the SPAC Stockholder Support Agreement,
                                            please revise to clarify this point.

RESPONSE: In response
to the Staff’s comment, the Company has revised page 62 of the Proxy Statement to include language regarding the redemption of
shares on May 11, 2023. The vote in favor of the Purchase is not assured by virtue of the SPAC Stockholder Support Agreement.

Unaudited Combined Pro Forma Financial Information

Introduction, page 65

 4. Please clarify that a reader may refer to
                                            HNRA’s audited financial statements and related footnotes and Management’s Discussion
                                            and Analysis for the year ended December 31, 2022 included in the proxy statement as well
                                            as in its Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31,
                                            2023.

RESPONSE: In response
to the Staff’s comment, the Company has revised page 66 of the Proxy Statement to indicate that stockholders may refer to the Form
10-K and the proxy statement for the Company’s audited financial statements.

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 5. We note you state that the unaudited pro forma
                                            combined financial information does not reflect any adjustments related to the results of
                                            the special meeting of the stockholders of HNRA on May 11, 2023. Please revise your pro forma
                                            financial statements to include adjustments for actions taken at the special meeting to the
                                            extent such actions are necessary for the completion of the business combination.

RESPONSE: In response to the Staff’s comment, the
Company has revised the Proxy Statement to update the unaudited pro forma combined financial information to reflect the results of the
special meeting of the stockholders of HNRA.

Unaudited Pro Forma Consolidated Balance Sheet, page
67

 6. Please revise your pro forma balance sheet
                                            to include the Redeemable Common Stock line item as it appears to have been inadvertently
                                            omitted.

RESPONSE: In response to the Staff’s comment, the
Company has revised the Proxy Statement to update the unaudited pro forma combined financial information to include the inadvertently
omitted Redeemable Common Stock line.

Note 5 - Pro Forma Earnings per Share, page 73

 7. We reissue our prior comment 14 in its entirety
                                            as footnote (1) to your tabular disclosure of the pro forma earnings per share computation
                                            continues to refer to the pro forma loss per share and does not explain why the public and
                                            private warrants are anti-dilutive. This comment also applies to similar disclosure on page
                                            36.

RESPONSE: In response
to the Staff’s comment, the Company has revised footnote (1) to the tabular disclosure on pages 37 and 77 of the Proxy Statement
and in the unaudited pro forma combined financial information.

Fairness Opinion of RSI & Associates, Inc., page 95

 8. We note your revised disclosure in response
                                            to prior comment 19 states that RSI & Associates reviewed post-Purchase financial projections
                                            of Pogo based on the September 30, 2022 Cobb Report. Please revise to clarify who prepared
                                            the reports. In that regard, we note Annex C states that the financial projections were prepared
                                            by HNRA.

RESPONSE: In response
to the Staff’s comment, the Company has revised page 99 of the Proxy Statement to indicate that the projections were prepared by
HNRA.

 9. We note your response to prior comment 20
                                            and reissue the comment in part. Please revise your disclosure to discuss each of the material
                                            analysis conducted by RSI & Associates, including the analysis of public transactions
                                            of a comparable nature and the financial and stock information of other companies. Please
                                            ensure you provide support for the ultimate conclusions reached in each analysis. Refer to
                                            Item 4(b) of Form S-4 and Item 1015(b)(6) of Regulation M-A.

RESPONSE: In response to the Staff’s comment, RSI
& Associates has reissued its opinion attached as Annex C.

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Interests of HNRA’s Directors and Officers in the Purchase, page
98

 10. We note your added disclosure in response
                                            to prior comment 40. Please revise to include this disclosure in your summary under “Interests
                                            of Certain Person in the Purchase.” We also note you disclose that JVS Alpha Property,
                                            LLC owns 940,000 shares of SPAC Common Stock, and is controlled by Joseph V. Salvucci, Jr.,
                                            an independent director of the Company. Please revise to additionally include the current
                                            value of such shares.

RESPONSE: In response
to the Staff’s comment, the Company has revised page 102 of the Proxy Statement to include the approximate value of the shares
of SPAC Common Stock owned by JVS Alpha Property, LLC. In addition, the Company has revised page 26 of the Proxy Statement to include
the disclosure in the summary under “Interests of Certain Persons in the Purchase.”

Information About Pogo

Summary of Reserves, page 116

 11. The line-item header (“Estimated Proved
                                            Developed Reserves”) shown in the tabular presentation on page 116 appears to represent
                                            the net quantities of proved developed producing reserves. Please review and revise your
                                            disclosure as necessary.

RESPONSE: In response to the Staff’s comment, the
Company has revised the line-item header on page 120.

Acreage and Ownership

Leasehold Acreage, page 120

 12. We have reviewed your response to comment
                                            26 and the revised acreage disclosure on page 120. We note you identify all of your acreage
                                            as developed; however, the discussion on page 112 and the disclosure on page 116 indicates
                                            certain reserves as of December 31, 2022 have been classified as undeveloped. Please note
                                            the acreage associated with your undeveloped reserves that is held by production should be
                                            classified as undeveloped acreage for purposes of disclosure under Item 1208(b) of Regulation
                                            S-K. Please modify your disclosure as necessary to resolve any inconsistencies in the classification
                                            of your acreage. Refer to the disclosure requirements in Item 1208 of Regulation S-K.

RESPONSE: In response to the Staff’s comment, the
Company has added disclosure on page 124 of the Proxy Statement.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations of Pogo

Overview, page 130

 13. We have read your response to comment 31
                                            and note the revised disclosure of gross/net acreage on page 130 of “13,700 gross (13,700
                                            net) acres with an average working interest of 100%”; however, the disclosure included
                                            in the Opinion of RSI & Associates on Annex C-2 still contains net acreage of 11,508
                                            acres. Please review and revise your disclosure as necessary.

RESPONSE: In response to the Staff’s comment,
Annex C-2 has been changed to indicate net acreage of 13,700 acres.

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Results of Operations, page 131

 14. We note the disclosure of the average sales
                                            prices for oil, natural gas, and on a boe basis excluding settle commodity derivatives shown
                                            on page 132 and the lease operating expenses on a $ per boe basis shown on page 132 and as
                                            noted on page 133 for the year ended December 31, 2021 appear to be inconsistent with the
                                            comparable figures shown elsewhere on page 118. Please revise your disclosure to correct
                                            the inconsistency or tell us why a revision is not needed.

RESPONSE: In response
to the Staff’s comment, the Company has revised the disclosure on page 122 to correct the inconsistency.

Managements Discussion and Analysis of Financial Condition
and Results of Operations Cash Flows, page 135

 15. Please revise your table depicting sources
                                            and uses of cash for the year ended December 31, 2021 to include the amount of the net change
                                            in cash and cash equivalents.

RESPONSE: In response
to the Staff’s comment, the Company has revised the disclosure on page 139 to include the amount of net change in cash and cash
equivalents.

Beneficial Ownership of Securities, page 170

 16. Please expand your disclosure to disclose
                                            your Sponsor’s ownership interest and present the expected beneficial ownership following
                                            the Purchase under both the no redemption and maximum redemption scenarios.

RESPONSE: In response
to the Staff’s comment, the Company has revised page 173 of the Proxy Statement to include the ownership of the Sponsor and present
the beneficial ownership following the Purchase under the no redemption and maximum redemption scenarios.

Pogo Resources, LLC

Notes to the Consolidated Financial Statements

Note 12. Supplemental Disclosure of Oil and Natural Gas Operations
(Unaudited)

Reserve Quantity Information, page F-41

 17. Your explanation of the changes that occurred
                                            due to “Revisions of Previous Estimates” for the year ended December 31, 2021
                                            indicates the overall increase is primarily attributable to improved performance revisions
                                            and other items and is partially offset by a decrease attributable to lower commodity prices.

Please revise your discussion to identify and quantify
each individual factor that contributed to the overall change in the line item. If two or more