SecProbe.io

CORRESP
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MATTHEW
OGURICK

Partner

DIRECT
TEL: 212-326-0243

FAX:
212-326-0806

mogurick@pryorcashman.com

January 9,
2024

Via
Edgar

Mr.
Michael Purcell

Ms.
Laura Nicholson

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    HNR ACQUISITION
    CORP

    Registration
                                            Statement on Form S-1

    Filed
    November 7, 2023

    File
    No. 333-275378

Lady
and Gentleman:

On
behalf of our client, HNR Acquisition Corp, a Delaware corporation (the “Company”), and pursuant to the applicable provisions
of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, we hereby submit
in electronic form the accompanying Amendment No. 1 to the Registration Statement on Form S-1 of the Company (“Amendment No. 1”),
marked to indicate changes from the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”),
which was initially filed with the Securities and Exchange Commission (the “Commission”) on November 7, 2023.

Amendment
No. 1 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter
dated December 4, 2023 (the “Comment Letter”). In addition to addressing the comments received from the Staff, the Company
has also revised the Registration Statement in Amendment No. 1 to update other disclosures in the Registration Statement. The discussion
below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are
used as defined in Amendment No. 1.

The
Company has asked us to convey the following responses to the Staff:

Registration
Statement on Form S-1 Filed October 23, 2023

Cover Page

1. For
                                            each of the shares being registered for resale, disclose the price that the selling securityholders
                                            paid for such shares.

 Response: The
                                            Cover Page of the Registration Statement has been revised to disclose the price that the
                                            Selling Securityholders paid for such shares.

2. We
                                            note the significant number of redemptions of your Class A common stock in connection with
                                            your business combination and that the shares being registered for resale will constitute
                                            a considerable percentage of your public float. If sales of shares on this registration statement
                                            could have a significant negative impact on the public trading price of the Class A common
                                            stock, please highlight this information on your cover page.

 Response: The
                                            Cover Page of the Registration Statement has been revised to disclose impacts the sales of
                                            shares on the Registration Statement could have on the public trading price of the Class
                                            A Common Stock.

3. We
                                            note your disclosure regarding your expectation that, in conjunction with the closing of
                                            your initial business combination, the restriction on transfer of only those shares being
                                            registered hereby for the resale by the Selling Securityholders will be waived and/or terminated.
                                            Please revise to describe why such restrictions would be waived and/or terminated and whether
                                            the registrant will receive any consideration for such waiver or termination.

 Response: The
                                            restriction on transfer of shares being registered has not been, and is not being, waived
                                            and/or terminated. The Registration Statement has been updated accordingly.

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Business
of HNRA and Certain Information About HNRA, page 116

4. Please
                                            disclose all material terms of the forward purchase agreement and related subscription agreement
                                            filed as Exhibits 10.19 and 10.20. In addition, please revise to explain the purpose for
                                            entering into these agreements and the inter-relationship between them. Please disclose the
                                            Prepayment Amount paid by the registrant and the net proceeds to the registrant from this
                                            arrangement. Also, discuss here, and add risk factor disclosure, as appropriate, to address
                                            risks associated with these arrangements.

 Response: The
                                            Company has revised pages 68-70 of the Registration Statement to disclose the material terms
                                            of the forward purchase agreement and related subscription agreement with Meteora, including
                                            the purpose of such agreements and the prepayment amount. In addition, risk factor disclosure
                                            has been added on page 58 of the Registration Statement.

5. Please
                                            provide your analysis on how purchases under the forward purchase agreement complied with
                                            Rule 14e-5.

 Response: The
                                            purchases under the forward purchase agreement complied with Rule 14e-5 because the forward
                                            purchase agreement was negotiated and executed after the initial deadline for submission
                                            of shares for redemption. As noted in CD&I 166.01, SPAC redemption provisions generally
                                            have indicia of being a tender offer, such as a limited period of time for SPAC security
                                            holders to request redemptions. As a result, SPAC redemptions are subject to Rule 14e-5,
                                            but that the deadline for the submission of shares for redemption is when the tender offer
                                            expires. Here, the deadline for submission of shares for redemption was 5:00 p.m., Eastern
                                            time, on October 29, 2023. Once that time passed, Rule 14e-5 ceased to apply. The forward
                                            purchase agreement was then entered into on November 2, 2023.

6. Please
                                            expand your discussion here to reflect the fact that this offering involves the potential
                                            sale of a substantial portion of shares for resale and discuss how such sales could impact
                                            the market price of the company’s common stock.

 Response: The
                                            Company has added a risk factor entitled “Because the currently outstanding shares
                                            of Class A Common Stock that are being registered for resale in this prospectus represent
                                            a substantial percentage of our outstanding Class A Common Stock, the sale of such securities
                                            could cause the market price of our Class A Common Stock to decline significantly.”
                                            In addition, the Company has added expanded disclosure in the section entitled “Management’s
                                            Discussion and Analysis of Financial Condition and Results of Operations of HNRA.”

*       *       *

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As
it is the goal of the Company to have the Form S-1 declared effective as soon as possible, the Company would greatly appreciate the Staff’s
review of Amendment No. 1 as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the
undersigned at (212) 326-0243.

    Very truly yours,

    /s/ Matthew
    Ogurick

    Matthew Ogurick

    cc:
    HNR Acquisition Corp

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