Correspondence 0001213900-24-065122 from EON Resources Inc. (EONR)
EON Resources Inc.
Date: Aug. 5, 2024 · CIK: 0001842556 · Accession: 0001213900-24-065122
AI Filing Summary & Sentiment
File numbers found in text: 333-275378
Referenced dates: August 1, 2024
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MATTHEW OGURICK
Partner
DIRECT TEL: 212-326-0243
FAX: 212-326-0806
mogurick@pryorcashman.com
August 5, 2024
Via Edgar
Mr. Michael Purcell
Ms. Karina Dorin
Mr. John Hodgin
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
HNR ACQUISITION CORP
Amendment No. 4 to Registration Statement on Form S-1
Filed July 25, 2024
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. 5 to the Registration Statement on Form S-1 of the Company (“Amendment No. 5”), 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. 5 reflects the
responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter dated August 1, 2024
(the “Comment Letter”). In addition to addressing the comments received from the Staff, the Company has also revised the Registration
Statement in Amendment No. 5 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.
5.
The Company has asked us to
convey the following responses to the Staff:
Amendment No. 4 to Registration Statement
on Form S-1
Notes to Consolidated Financial Statements
Note 13-Supplemental Disclosure of Oil and Natural Gas Operations
(Unaudited)
Reserve Quantity Information, page F-33
1.
We have read your response to prior comment
4 but note the figures currently shown on page F-33 as 2,456 MMcf for proved developed natural gas reserves and 11,686 MBoe for total
proved developed reserves for the year ended December 31, 2023 continue to be inconsistent with the correct figures of 2,675 MMcf and
11,723 MBoe presented on page 73, respectively.
Furthermore, the sum of the 2,456 MMcf of proved
developed gas reserves and the 850 MMcf of proved undeveloped gas reserves currently shown on page F-33 equates to total natural gas reserves
of 3,306 MMcf and not the correct figure 3,525 MMcf shown on pages 73 and F-33 for the period ended December 31, 2023. The sum of the
11,686 MBoe for total proved developed reserves and the 4,279 MBoe for total proved undeveloped reserves currently shown on F-33 equates
to total proved reserves of 15,965 MBoe and not the correct figure of 16,002 MBoe shown on pages 73 and F-33 for the period ended December
31, 2023.
Please revise as needed to resolve the apparent
inconsistencies in the disclosure provided on page F-33.
Response:
In response to the Staff’s comment, the Company has revised page F-33 of
the Registration Statement to correct inconsistencies.
General
2. We note your response to prior comment 7. While we do
not agree with your analysis regarding the applicability of Rule 14e-5 to the Forward Purchase Agreement, we will not issue further comments.
Response: The
Company acknowledges the Staff’s comment.
* * *
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. 5 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