SecProbe.io

CORRESP
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 EON
Resource Inc.
3730 Kirby Drive, Suite 1200
Houston, Texas 77098

 July 14, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 EON Resources Inc.

 Post-Effective Amendment to Form S-1, as amended

 Originally Filed June 12, 2025
 File No. 333-284447

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, EON Resources Inc. (the "Company")
hereby requests that the above-captioned post-effective amendment (as amended, the "Post-Effective Amendment") be declared
effective at 4:30 p.m., Eastern Time, on Wednesday, July 16, 2025, or as soon thereafter as may be practicable.

 We acknowledge that a declaration
by the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, that the
Post-Effective Amendment is effective does not foreclose the Commission from taking any action with respect to the Post-Effective Amendment.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Post-Effective Amendment. We understand that we may not assert staff comments to the Post-Effective
Amendment or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Should you have any questions
regarding this matter or need any additional information, please contact the Company's legal counsel, Matthew Ogurick of Pryor Cashman
LLP, at (212) 421-4100.

 Very truly yours,

 /s/ Dante Caravaggio

 Dante Caravaggio

 Chief Executive Officer

 cc:
 Matthew Ogurick, Esq.

CORRESP
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 MATTHEW OGURICK

 Partner

 DIRECT TEL: 212-326-0243

 FAX: 212-326-0806

 mogurick@pryorcashman.com

 July 2, 2025

 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:
 Cheryl Brown
 Karina Dorin

 Re:
 EON Resources Inc.

 Post-Effective Amendment to Form S-1

 Filed June 12, 2025

 File No. 333-284447

 Dear Mr. Morris:

 On behalf of our client, EON Resources Inc. (the
" Company "), we confirm receipt of the letter dated June 26, 2025, 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 Pre-Effective Amendment No. 1 (" Amendment No. 1 ") to the above-referenced filing (as amended
by Amendment No. 1, the " Post-Effective Amendment "). We are responding to the Staff's comments as set forth below.
Certain capitalized terms set forth in this letter are used as defined in the Post-Effective Amendment. The Staff's comments are
set forth below, followed by the Company's response in bold:

 Post-Effective Amendment to Form S-1

 General

 1.
 Please update your post-effective amendment to reflect the information contained in your Form 8-Ks filed on June 17, 2025 and June 23, 2025. In addition, please file the related agreements as exhibits to your post-effective amendment.

 RESPONSE: In response to the Staff's
comment, the Company has revised the Post-Effective Amendment to incorporate the information included in the Company's Current Reports
on Form 8-K filed on June 17, 2025 and June 23, 2025. In addition, the Company has filed the related agreements to the Post-Effective
Amendment as Exhibits 2.5, 2.6, 2.7, 10.29, and 10.30, respectively.

 * * *

 We trust that this response
satisfactorily responds to your request. 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:
 EON Resources Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 26, 2025

Dante Caravaggio
Chief Executive Officer
EON Resources Inc.
3730 Kirby Drive, Suite 1200
Houston, TX 77098

 Re: EON Resources Inc.
 Post-Effective Amendment to Form S-1
 Filed June 12, 2025
 File No. 333-284447
Dear Dante Caravaggio:

 We have reviewed your post-effective amendment and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Post-Effective Amendment to Form S-1
General

1. Please update your post-effective amendment to reflect the information
contained in
 your Form 8-Ks filed on June 17, 2025 and June 23, 2025. In addition,
please file the
 related agreements as exhibits to your post-effective amendment.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 June 26, 2025
Page 2

 Please contact Cheryl Brown at 202-551-3905 or Karina Dorin at
202-551-3763 with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Matt Ogurick, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 EON
Resource Inc.
3730 Kirby Drive, Suite 1200
Houston, Texas 77098

 May 28, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 EON Resources Inc.

 Registration Statement on Form S-1, as amended

 Originally Filed May 9, 2025
 File No. 333-287171

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, EON Resources Inc. (the "Company")
hereby requests that the above-captioned registration statement (as amended, the "Registration Statement") be declared effective
at 4:30 p.m., Eastern Time, on Friday, May 30, 2025, or as soon thereafter as may be practicable.

 We acknowledge that a declaration
by the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Should you have any questions
regarding this matter or need any additional information, please contact the Company's legal counsel, Matthew Ogurick of Pryor Cashman
LLP, at (212) 421-4100.

 Very truly yours,

 /s/ Dante Caravaggio

 Dante Caravaggio

 Chief Executive Officer

 cc:
 Matthew Ogurick, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Mitchelle B. Trotter
Chief Financial Officer
EON Resources Inc.
3730 Kirby Drive, Suite 1200
Houston, TX 77098

 Re: EON Resources Inc.
 Registration Statement on Form S-1
 Filed May 9, 2025
 File No. 333-287171
Dear Mitchelle B. Trotter:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Liz Packebusch at 202-551-8749 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Brian Dunlay
</TEXT>
</DOCUMENT>

January 31, 2025
Dante Caravaggio
Chief Executive Officer, President and Director
EON Resources Inc.
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
Re:EON Resources Inc.
Registration Statement on Form S-1
Filed January 24, 2025
File No. 333-284447
Dear Dante Caravaggio:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Matthew L. Ogurick, Esq., of Pryor Cashman LLP

CORRESP
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EON
Resource Inc.

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

January
31, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    EON Resources Inc.

    Registration Statement on Form S-1

    Filed
    January 24, 2025

    File
    No. 333-284447

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, EON
Resources Inc. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”)
be declared effective at 4:00 p.m., Eastern Time, on Tuesday, February 4, 2025, or as soon thereafter as may be practicable.

We
acknowledge that a declaration by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect
to the Registration Statement. We further acknowledge that such a declaration of effectiveness does not relieve the Company from our
full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement. We understand that we may not assert
staff comments to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Should
you have any questions regarding this matter or need any additional information, please contact the Company’s legal counsel, Matthew
Ogurick of Pryor Cashman LLP, at (212) 421-4100.

    Very truly yours,

    /s/ Dante
    Caravaggio

    Dante Caravaggio

    Chief Executive Officer

    cc:
    Matthew Ogurick, Esq.

November 12, 2024
Mitch Trotter
Chief Financial Officer
EON Resources Inc.
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
Re:EON Resources Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on September 24, 2024
Revised Preliminary Proxy Statement on Schedule 14A
Filed October 29, 2024
File No. 001-41278
Dear Mitch Trotter:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Matt Ogurick

CORRESP
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EON
Resource Inc.

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

November 1, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    EON Resources Inc.

    Registration Statement on Form S-1, as amended

    Initially Filed October 24, 2024

    File No. 333-282803

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, EON Resources Inc. (the “Company”)
hereby requests that the above-captioned registration statement (the “Registration Statement”) be declared effective at 4:00
p.m., Eastern Time, on Tuesday, November 5, 2024, or as soon thereafter as may be practicable.

We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Should you have any questions
regarding this matter or need any additional information, please contact the Company’s legal counsel, Matthew Ogurick of Pryor Cashman
LLP, at (212) 421-4100.

    Very truly yours,

    /s/ Dante Caravaggio

    Dante Caravaggio

    Chief Executive Officer

    cc:
    Matthew Ogurick, Esq.

CORRESP
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EON
Resource Inc.

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

November 1, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    EON Resources Inc.

    Registration Statement on Form S-1, as amended

    Initially Filed October 24, 2024

    File No. 333-282803

    Withdrawal of Acceleration Request

Ladies and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on November 1, 2024, in which we, EON Resources Inc. (the “Company) requested
the acceleration of the effective date of the above-referenced Registration Statement for 4:00 p.m., Eastern Time, on November 5, 2024,
or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting
that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the
effective date.

If
you require any additional information with respect to this letter, please contact Matthew Ogurick at (212) 326-0850 of Pryor Cashman
LLP.

    Very truly yours,

    /s/ Dante Caravaggio

    Dante Caravaggio

    Chief Executive Officer

    cc:

    Matthew Ogurick, Esq.

    Pryor Cashman LLP

October 31, 2024
Dante Caravaggio
Chief Executive Officer
EON Resources Inc.
3730 Kirby Drive, Suite 1200
Houston, TX
Re:EON Resources Inc.
Registration Statement on Form S-1
Filed October 24, 2024
File No. 333-282803
Dear Dante Caravaggio:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Matthew Ogurick, Esq.

CORRESP
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MATTHEW OGURICK

Partner

DIRECT TEL: 212-326-0243

FAX: 212-326-0806

mogurick@pryorcashman.com

October 29, 2024

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:
    Daniel Morris, Staff Attorney

    Re:
    EON Resources Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed September 23, 2024

    File No. 001-41278

Dear Mr. Morris:

On behalf of our client, EON Resources Inc. (the
“Company”), we confirm receipt of the letter dated October 18, 2024, 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. 1 (“Amendment No. 1”) to the above-referenced filing (as amended by Amendment
No. 1, the “Proxy Statement”).We are responding to the Staff’s comments as set forth below. Certain capitalized
terms set forth in this letter are used as defined in the Proxy Statement. The Staff’s comments are set forth below, followed by
the Company’s response in bold:

Proxy Statement filed on September 24, 2024

Proposal No. 3 – The NYSE American Proposal, page 19

    1.
    Please revise to clarify the number of shares that would be issued if the company were to require White Lion to purchase all of the shares it is obligated to purchase and the percentage of common shares that would be held by White Lion under this scenario. Please also revise to clarify whether you have sufficient common stock currently authorized.

RESPONSE: In response to the
Staff’s comment, the Company has revised Proposal No. 3 to disclose the number of shares that would be issued if the Company
were to require White Lion to purchase all of the shares that are currently registered for resale by White Lion and all of the
shares White Lion is obligated to purchase, based on a various recent closing prices. The Company has also added disclosure of the
percentage such shares would represent of the Company’s total outstanding shares of Class A Common Stock at the same average
purchase prices.

The revised disclosure also
clarifies that, if the Company were to sell all of the shares that White Lion is obligated to purchase, it would exceed the
100,000,000 shares of Class A Common Stock that are authorized for issuance under the Company’s Certificate of Incorporation.
Therefore, the Company has added disclosure that, to issue all of the shares permissible to White Lion under the Purchase Agreement,
the Company may first need to amend its Certificate of Incorporation to increase the amount of authorized Class
A Common Stock, which would require further approval by the Company’s stockholders. The Company also included disclosure that
it is not currently seeking such approval from its stockholders.

    2.
    Please expand your disclosure to regarding the effect on stockholders, providing illustrative examples, if appropriate.

RESPONSE: In addition to disclosure
of the number of shares that may be issued to White Lion if Proposal No. 3 is approved by stockholders, the Company included additional
disclosure on the effects the approval may have on the price of the Company’s stock. However, because the purchase price per share
to be paid by White Lion will fluctuate based on the market prices of the Class A Common Stock at the time the Company elects to sell
shares to White Lion, if any, it is not possible for the Company to predict the number of shares that it will sell to White Lion, the
purchase price per share that White Lion will pay, or the aggregate gross proceeds that the Company will receive from those purchases.
Because the number of shares of Class A Common Stock that may be issued to White Lion is determined based on the market price at the time
of issuance, the exact magnitude of the dilutive effect cannot be conclusively determined, although the Company acknowledges (and discloses)
it may be material to the Company’s existing stockholders.

Furthermore, the Company included
additional disclosure of the effects on the Company if Proposal No. 3 is not approved, including the remaining number of shares the Company
may sell under the Exchange Cap and how the Company may not be able to implement its business plans and ultimately generate value for
its stockholders.

Proposal No. 4 – The Stock Issuance Proposal, page 22

    3.
    Please revise your disclosure to provide additional background regarding the proposed issuance of additional shares to former holders of the promissory notes. For example, you should provide expanded discussion about when and why you decided to make this issuance, how you determined the recipients and the amounts to be received, the consideration to be paid by the recipients (if any), the quantitative and qualitative

RESPONSE: The Company has determined not to move forward
with the transactions described in the Stock Issuance Proposal at this time, and therefore has removed the Stock Issuance Proposal from
the Proxy Statement.

    4.
    Please revise to clarify the application of Rule 711 to the stock issuance proposal.

RESPONSE: The Company has determined not to move forward
with the transactions described in the Stock Issuance Proposal at this time, and therefore has removed the Stock Issuance Proposal from
the Proxy Statement.

*       *       *

    2

We trust that this response
satisfactorily responds to your request. 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:
    EON Resources Inc.

    3

October 18, 2024
Mitch Trotter
Chief Financial Officer
EON Resources Inc.
3730 Kirby Drive, Suite 1200
Houston, Texas 77098
Re:EON Resources Inc.
Proxy Statement on Schedule 14A
Filed on September 24, 2024
File No. 001-41278
Dear Mitch Trotter:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Proxy Statement filed on September 24, 2024
Proposal No. 3 - The NYSE American Proposal, page 19
1.Please revise to clarify the number of shares that would be issued if the company were
to require White Lion to purchase all of the shares it is obligated to purchase and the
percentage of common shares that would be held by White Lion under this scenario.
Please also revise to clarify whether you have sufficient common stock currently
authorized.
2.Please expand your disclosure to regarding the effect on stockholders, providing
illustrative examples, if appropriate.
Proposal No. 4 - The Stock Issuance Proposal, page 22
Please revise your disclosure to provide additional background regarding the proposed
issuance of additional shares to former holders of the promissory notes. For example,
you should provide expanded discussion about when and why you decided to make
this issuance, how you determined the recipients and the amounts to be received, the
consideration to be paid by the recipients (if any), the quantitative and qualitative 3.

October 18, 2024
Page 2
effect on existing stockholders, and any other relevant considerations. Your revised
disclosure should clearly address the involvement of your board of directors in these
decisions and any potential conflicts of interest.
4.Please revise to clarify the application of Rule 711 to the stock issuance proposal.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Daniel Morris at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Matt Ogurick

CORRESP
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HNR
Acquisition Corp

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

August
7, 2024

VIA
EDGAR

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, as amended

    Initially Filed November 7, 2023

 File No. 333-275378

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, HNR
Acquisition Corp (the “Company”) hereby requests that the above-captioned registration statement (the “Registration
Statement”) be declared effective at 4:00 p.m., Eastern Time, on Friday, August 9, 2024, or as soon thereafter as may be practicable.

We
acknowledge that a declaration by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect
to the Registration Statement. We further acknowledge that such a declaration of effectiveness does not relieve the Company from our
full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement. We understand that we may not assert
staff comments to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Should
you have any questions regarding this matter or need any additional information, please contact the Company’s legal counsel, Matthew
Ogurick of Pryor Cashman LLP, at (212) 421-4100.

    Very
    truly yours,

    /s/
    Dante Caravaggio

    Dante Caravaggio

    Chief Executive
    Officer

    cc:
    Matthew Ogurick, Esq.

CORRESP
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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

August 1, 2024
Dante Caravaggio
Chief Executive Officer
HNR Acquisition Corp.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed July 25, 2024
File No. 333-275378
Dear Dante Caravaggio:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 17, 2024 letter.
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
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 1.

August 1, 2024
Page 2
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.
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.
            For any questions related to engineering comments you may contact John Hodgin at 202-
551-3699. Please contact Michael Purcell at 202-551-5351 or Karina Dorin at 202-551- 3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Matthew Ogurick

CORRESP
1
filename1.htm

MATTHEW OGURICK

Partner

DIRECT TEL: 212-326-0243

FAX: 212-326-0806

mogurick@pryorcashman.com

July 25, 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. 3 to Registration Statement on Form S-1

    Filed July 1, 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. 4 to the Registration Statement on Form S-1 of the Company (“Amendment No. 4”), 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. 4 reflects the
responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter dated July 17, 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. 4 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.
4.

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

Amendment No. 3 to Registration Statement
on Form S-1

Use of Proceeds, page 48

    1.
    We note you disclose that you will not receive any of the proceeds from these sales, except that you will receive proceeds from any exercise of the Private Warrants, the Private Placement Warrants, or the Public Warrants you are offering hereby in cash. Please revise to clarify that you are registering the resale of shares underlying the Private Warrants and Private Placement Warrants and the shares issuable upon the exercise of the Public Warrants.

    Response:
    In response to the
    Staff’s comment, the Company has revised the Registration Statement to clarify that it will receive the cash proceeds from the
    exercise of the Private Warrants, Private Placement Warrants and Public Warrants, as it is registering the resale of shares
    underlying the Private Warrants and Private Placement Warrants and the shares issuable upon the exercise of the Public
    Warrants

Business of HNRA

Pogo Crude Oil and Natural Gas Data, page
71

    2.
    We have read your response to prior comment 6 and note your disclosure revisions under the sections “Preparation of Reserves Estimates” on page 71 and “Pogo Summary of Reserves” on page 73 clarifying the December 31, 2023 reserve report does not include the 10% overriding royalty interest not acquired in the Purchase and that the December 31, 2022 reserve does include the 10% overriding royalty interest not acquired in the Purchase because Pogo owned the entire interest as such time. However, the statement under the section “Pogo Crude Oil and Natural Gas Data” on page 71 indicates both the December 31, 2022 and December 31, 2023 reserve reports do not include the 10% overriding royalty interest not acquired in the Purchase. In this regard, we note the Exhibit Index indicates Cobb & Associates prepared two different reserves reports as of December 31, 2022.

                                    Please revise the disclosure in paragraphs 1 and 3 on page 71 and in paragraph 1 on page 73 to include a specific reference to the relevant reserves report shown in the Exhibit Index. For example, the disclosure in paragraph 1 on page 71 should reference Exhibit 99.1 that excludes the 10% overriding royalty interest and the disclosure in paragraph 3 on page 71 and in paragraph 1 on page 73 should reference Exhibit 99.2 that includes the 10% overriding royalty interest. As part of the disclosure revisions on pages 71 and 73, also add a reference to Exhibit 99.3 regarding the year ended December 31, 2023.

    Response:
    In response to the Staff’s comment, the Company has revised the Registration Statement to further clarify whether the appropriate report being referenced includes or excludes the 10% overriding royalty interest not acquired in the Purchase. In addition, the Company has revised the Registration Statement to directly reference the relevant exhibit number when referencing a reserve report.

Leasehold Acreage, page 76

    3.
    We have read your response to prior comment 11 and note your disclosure revisions on pages 76 and 77 indicating you have no undeveloped acreage despite disclosing proved undeveloped reserves as of December 31, 2023. Please note undrilled acreage or acreage that is held by production but on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil and gas regardless of whether such acreage contains proved reserves are undeveloped acres for the purpose of disclosure under Item 1208(b) of Regulation S-K. Please revise your disclosure accordingly.

    Response:
    In response to the Staff’s comment,
        the Company has revised pages 76 and 77 of the Registration Statement to report undeveloped acreage consistent with Item 1208(b)
        of Regulation S-K, including to note that the Company has no undeveloped acreage because completed producing wells or wells capable
        of producing in economic quantities are located throughout the entirety of the acreage such that the acreage allocated to such
        wells for production on a spacing, allocated, unitized or pooled basis comprise the entire 13,700 acres leased by the Company.

Notes to Consolidated Financial Statements

Note 13-Supplemental Disclosure of Oil and Natural Gas Operations
(Unaudited)

Reserve Quantity Information, page F-33

    4.
    We have read your response to prior comment 13 but note the figures shown on page F-33 for the total proved natural gas, proved developed natural gas, total proved reserves and proved developed reserves on a Boe basis for the year ended December 31, 2023 continue to be inconsistent with the comparable figures presented on page 73 and in Exhibit 99.3. We reissue our prior comment.

    Response:
    In response to the Staff’s comment, the Company has revised Page F-33 of the Registration Statement to be consistent with the presentation in the remainder of the Registration Statement.

    2

    5.
    We also note the figure for revisions to previous estimates presented in the reconciliation of the changes in total proved oil reserves for the year ended December 31, 2023 is inconsistent with the comparable figure in the discussion of this change on page F-34. Please revise your disclosure to resolve this inconsistency. Also ensure the figures for the individual line item changes reconcile to the total reserves for oil, natural gas and reserves on a Boe basis at the end of the period.

    Response:
    In response to the Staff’s comment, the Company has revised has revised Page F-33 of the Registration Statement to be consistent with the presentation in the remainder of the Registration Statement.

Standardized
Measure of Discounted Future Net Cash Flows, page F-34

    6.
    Please correct the table header for the Predecessor shown as “For the year ended December 31, 2023” to “For the year ended December 31, 2022” to be consistent with the discussion in the preceding paragraph and the presentation on page F-35.

    Response:
    In response to the Staff’s comment, the Company has revised has revised Page F-34 of the Registration Statement to correct the table header.

 General

    7.
    We continue to consider your response to prior comment 4 regarding your compliance with Rule 14e-5 in connection with entering into the forward purchase agreement and may have further comments.

    Response:

    Further to telephone conferences with the Staff
    that took place on July 17 and 19, 2024, regarding the Company’s compliance with Rule 14e-5 in connection with entering into the
    Forward Purchase Agreement (the “FPA”), the Company, as requested by the Staff, respectfully summarizes two points raised
    by the Staff and the Company’s responses thereto.

    First, with respect to whether Meteora meets
    the definition of a “covered person” pursuant to Rule 14e-5(c)(3)(iv)—“[a]ny person acting, directly or indirectly,
    in concert with any of the persons specified in this paragraph (c)(3) in connection with any purchase or arrangement to purchase any subject
    securities or any related securities”—the Company maintains that Meteora does not satisfy this definition because the FPA
    provided only for the option, but not the obligation, for Meteora to purchase certain Recycled Shares and Additional Shares. Current Report
    (Form 8-K) (Nov. 3, 2023) (“FPA 8-K”), Item 1.01, at 1; id. Ex.1 (the FPA) at 4 (definition of “Additional Shares”
    providing Meteora sole authority to issue the Pricing Date Notice in order to purchase “any Additional Shares”); id. at 3
    (same Pricing Date Notice option with respect to defining the “Recycled Shares” not already purchased on the open market prior
    to the redemption period). The Company maintains, therefore, that the optional structure of the FPA is not an “arrangement to purchase
    any subject securities” that renders Meteora a “covered person.” Furthermore, Meteora has not purchased any shares pursuant
    to the FPA, and, as consistent with the Company’s disclosure in the Registration Statement and its stated intentions, the Company is currently negotiating for the termination or rescission of the FPA with no additional shares issued pursuant
    to the FPA, and will update the Registration Statement to reflect all developments with respect to the FPA in future amendments. The Company
    appreciates that the Staff may not share its view that this structure exempts Meteora from status as a “covered person.”

    Second, with respect to whether the FPA nonetheless
    complies with the conditions of Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022) (“C&DI 166.01”),
    specifically with C&DI 166.01’s requirement that “the SPAC sponsor and its affiliates do not possess any redemption rights
    with respect to the SPAC securities or, if they possess redemption rights, they waive such rights,” the Company offers two responses:
    (1) Meteora expressly waived its right to redeem the 50,070 Recycled Shares purchased before the redemption period, and any Recycled Shares
    or Additional Shares that Meteora had the option to purchase after the redemption period were not afforded redemption rights. FPA 8-K,
    Ex. 1 (the FPA), at 3 (“[Meteora] shall have irrevocably waived all redemption rights with respect to such Shares as provided below
    in the section captioned ‘Transactions by Seller in the Shares’”); id.at 16 (“[Meteora] hereby waives the redemption
    rights . . . set forth in the Certificate of Incorporation in connection with the Purchase & Sale with respect to the Recycled Shares
    and the Additional Shares only during the term of this Confirmation”). (2) The Staff considered whether the Company’s reimbursement
    of Meteora for its pre-redemption period purchases of 50,070 Recycled Shares, to the extent made out of the Trust Account, could be considered
    a form of redemption. As the Company explained, however, the funds transferred to Meteora to reimburse its purchases of Recycled Shares
    came out of funds remaining in the Trust Account after the redemption of all shares. At liquidation, the issuer could properly use the
    remainder of the Trust Account funds for various payments after the public shareholders were redeemed, and some portion of these remaining
    funds were paid to Meteora. Meteora also expressly waived any interest in the funds in the Trust Account. FPA 8-K, Ex. 1 (the FPA), at
    16 (“Trust Account Waiver”) (“[Meteora] hereby waives any and all right, title and interest, or any claim of any kind
    they have or may have during the term of this Confirmation, in or to any monies held in the Counterparty’s Trust Account and agrees
    not to seek recourse against the Trust Account in each case, as a result of, or arising out of, this Transaction; provided, however, that
    nothing herein shall . . . serve to limit or prohibit any claims that the Seller may have . . . [to] any funds that have been released
    from the Trust Account . . . .”). The transfer of funds to Meteora from the post-redemption remainder in the Trust Account was undertaken
    merely as a convenience during the flow of funds post-closing.

*       *       *

    3

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. 4 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

4

July 17, 2024
Dante Caravaggio
Chief Executive Officer
HNR Acquisition Corp.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-1
Filed July 1, 2024
File No. 333-275378
Dear Dante Caravaggio:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 7, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Use of Proceeds, page 48
1.We note you disclose that you will not receive any of the proceeds from these sales,
except that you will receive proceeds from any exercise of the Private Warrants, the
Private Placement Warrants, or the Public Warrants you are offering hereby in cash.
Please revise to clarify that you are registering the resale of shares underlying the Private
Warrants and Private Placement Warrants and the shares issuable upon the exercise of the
Public Warrants.

July 17, 2024
Page 2
Business of HNRA
Pogo Crude Oil and Natural Gas Data, page 71
2.We have read your response to prior comment 6 and note your disclosure revisions under
the sections “Preparation of Reserves Estimates” on page 71 and “Pogo Summary of
Reserves” on page 73 clarifying the December 31, 2023 reserve report  does not
include the 10% overriding royalty interest not acquired in the Purchase and that the
December 31, 2022 reserve  does include  the 10% overriding royalty interest not acquired
in the Purchase because Pogo owned the entire interest as such time. However, the
statement under the section “Pogo Crude Oil and Natural Gas Data” on page 71 indicates
both the December 31, 2022 and December 31, 2023 reserve reports  do not include  the
10% overriding royalty interest not acquired in the Purchase. In this regard, we note the
Exhibit Index indicates Cobb & Associates prepared two different reserves reports as of
December 31, 2022.

Please revise the disclosure in paragraphs 1 and 3 on page 71 and in paragraph 1 on page
73 to include a specific reference to the relevant reserves report shown in the Exhibit
Index. For example, the disclosure in paragraph 1 on page 71 should reference Exhibit
99.1 that excludes the 10% overriding royalty interest and the disclosure in paragraph 3
on page 71 and in paragraph 1 on page 73 should reference Exhibit 99.2 that includes the
10% overriding royalty interest. As part of the disclosure revisions on pages 71 and 73,
also add a reference to Exhibit 99.3 regarding the year ended December 31, 2023.
Leasehold Acreage, page 76
3.We have read your response to prior comment 11 and note your disclosure revisions on
pages 76 and 77 indicating you have no undeveloped acreage despite disclosing proved
undeveloped reserves as of December 31, 2023. Please note undrilled acreage or acreage
that is held by production but on which wells have not been drilled or completed to a
point that would permit the production of economic quantities of oil and gas regardless of
whether such acreage contains proved reserves are undeveloped acres for the purpose of
disclosure under Item 1208(b) of Regulation S-K. Please revise your disclosure
accordingly.
Notes to Consolidated Financial Statements
Note 13-Supplemental Disclosure of Oil and Natural Gas Operations (Unaudited)
Reserve Quantity Information, page F-33
4.We have read your response to prior comment 13 but note the figures shown on page F-33
for the total proved natural gas, proved developed natural gas, total proved reserves and
proved developed reserves on a Boe basis for the year ended December 31, 2023 continue
to be inconsistent with the comparable figures presented on page 73 and in Exhibit 99.3.
We reissue our prior comment.
5.We also note the figure for revisions to previous estimates presented in the reconciliation
of the changes in total proved oil reserves for the year ended December 31, 2023 is
inconsistent with the comparable figure in the discussion of this change on page F-34.
Please revise your disclosure to resolve this inconsistency. Also ensure the figures for the
individual line item changes reconcile to the total reserves for oil, natural gas and reserves
on a Boe basis at the end of the period.

July 17, 2024
Page 3
Standardized Measure of Discounted Future Net Cash Flows, page F-34
6.Please correct the table header for the Predecessor  shown as “For the year ended
December 31, 2023” to “For the year ended December 31, 2022” to be consistent with the
discussion in the preceding paragraph and the presentation on page F-35.
General
7.We continue to consider your response to prior comment 4 regarding your compliance
with Rule 14e-5 in connection with entering into the forward purchase agreement and
may have further comments.
            For any questions related to engineering comments you may contact John Hodgin at 202-
551-3699. Please contact Michael Purcell at 202-551-5351 or Karina Dorin at 202-551- 3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Matthew Ogurick

CORRESP
1
filename1.htm

MATTHEW
OGURICK

Partner

DIRECT
TEL: 212-326-0243

FAX:
212-326-0806

mogurick@pryorcashman.com

July 1, 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. 2 to Registration Statement on Form S-1

    Filed
    May 13, 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. 3 to the Registration Statement on Form S-1 of the Company (“Amendment No. 3”),
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. 3 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter
dated June 7, 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. 3 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. 3.

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

Amendment
No. 2 to Registration Statement on Form S-1

Risk
Factors

Risks
Related to Our Common Stock and this Offering

The
NYSE American may delist our securities from trading on its exchange, which could limit investors' ability to make transactions..., page
35

    1.
    We note you disclose
    on page F-32 that you did not timely file a Form 10-K for the fiscal year ended December 31, 2023 and received a notice from NYSE
    American that the Company is not in compliance with the NYSE American listing standards. Please update and revise your risk factor
    to state that you did not timely file the report and that you may not be able to file timely in the future, as well as any consequences
    of your inability to timely file.

    Response:
    In response to the Staff’s comment, the Company has updated the risk factor in the Registration
    Statement entitled “The NYSE American may delist our securities from trading on its exchange, which could limit investors’
    ability to make transactions in our securities and subject us to additional trading restrictions.” to include disclosure
    of the untimely filing, that future filings may not be timely, and potential consequences of such untimely filings.

Because
the currently outstanding shares of Class A Common Stock that are being registered for resale in this prospectus..., page 41

    2.
    We note your revised
    disclosure in response to prior comment 4 states that the pledge shares were issued as consideration to agree to an escrow and backstop
    agreement, and that the consultant shares were issued in consideration for services rendered. Please quantify the effective price
    of such shares at issuance. In addition, as requested in prior comment 4, please revise this risk factor to disclose the potential
    profit the selling securityholders will earn based on the current trading price.

    Response:
    In
    response to the Staff’s comment, the Company has revised the Registration Statement to quantify the effective price of the
    Pledge Shares and the Consultant Shares at issuance as $6.77 and $10.11 per share, respectively. The Company also revised the referenced
    risk factor to include the potential profit or loss based on current trading prices.

Business
of HNRA

Financing
at Closing, page 64

    3.
    We note it appears certain
    language included in the filing in response to prior comment 4 in our letter issued December 4, 2023 has been removed, including
    disclosures with respect to the purpose for entering into the forward purchase agreement and related subscription agreement and the
    inter-relationship between them. Please restore such disclosures.

    Response:

    In response to the Staff’s comment above,
    the Company has restored and expanded such disclosures based on recent developments, as follows:

    “The purpose of our entering into this
    agreement and these transactions was to provide a mechanism whereby FPA Seller would purchase, and waive their redemption rights with
    respect to, a sufficient number of shares of our common stock to enable us to have at least $5,000,000 of net tangible assets, a non-waivable
    condition to the Closing of the Purchase, to provide the Company with cash to meet a portion of the transaction costs associated with
    the Purchase, and to provide the Company with a mechanism to raise cash in the future at maturity. As of the date of this prospectus,
    however, the Company has not made any issuances, and has not received any proceeds, from Meteora pursuant to the Forward Purchase Agreement,
    and the Company is actively pursuing a mutual recission of the Forward Purchase Agreement.”

    4.
    We note your response
    to prior comment 12. Please provide us with a more detailed analysis of your compliance with Rule 14e-5 in connection with entering
    into the forward purchase agreement.

 Response: First, the Company respectfully advises the Staff that the
arrangement with Meteora under the Forward Purchase Agreement (the “FPA”) was not an arrangement for the Company to purchase
or arrange to purchase, directly or indirectly, Company shares. Second, the Company respectfully advises the Staff that Meteora is neither
a covered person pursuant to Rule 14-e5, nor an affiliate of either the Company or the Company’s Sponsor. For these
two reasons, the Company does not believe that Rule 14e-5 applies to Meteora’s potential purchases of Company shares pursuant to
the FPA.

The Company further respectfully
advises that certain shares that were, in fact, purchased by Meteora—namely (1) 50,070 Recycled Shares, and (2) 90,000 additional
shares, which were disclosed in the Company’s January 9, 2024 Amendment to the Resale S-1 (at pages 69 and 78 ), were purchased
by Meteora on the open market on or before October 10, 2023, before the redemption period opened on October 13, 2023. As such, these
share purchases are not subject to Rule 14e-5.1

While the Company maintains that the FPA is
not subject to Rule 14e-5, the Company has provided the analysis below to show its belief that the transaction complies with the conditions
of Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022) (“C&DI 166.01”). In reaching this conclusion,
the Company has relied, in part, upon a Comment Response Letter submitted by Critical Metals Corp. (“Critical Metals”), File
333-268970, on December 7, 2023 (the “Critical Metals Response”), which similarly addressed an “Equity Forward Arrangement”
entered during a redemption period, and the Staff’s subsequent approval of Critical Metals’ Form F-4 on December 27, 2023.
Consistent with the presentation of the C&DI 166.01 analysis presented in the Critical Metals Response, for ease of reference, each
C&DI 166.01 element is provided in italics below, immediately followed by the Company’s analysis.

 1 Relatedly, the Company would like to take this opportunity
to correct an erroneous statement in our Comment Response Letter dated May 13, 2024, which stated on page 3, in response to Comment 7,
that the Recycled Shares and additional 90,000 shares were “purchased . . . on or around November 15, 2023.” The Company
believes that these shares were instead purchased by Meteora, on the open market, prior to October 10, 2023.

    2

Analysis Under Rule 14e-5 and C&DI 166.01

 ● “[T]he Securities Act registration
statement or proxy statement filed for the business combination transaction discloses the possibility that the SPAC sponsor or its affiliates
will purchase the SPAC securities outside the redemption process, along with the purpose of such purchases;”

 ○ The Company respectfully directs the Staff
to the disclosures of the FPA made in advance of the vote on the business combination transaction. The FPA, which was executed on November
2, 2023, was disclosed on page 2 of the Company’s November 3, 2023 Current Report on Form 8-K (the “FPA 8-K”), which
also attached the FPA as Exhibit 10.1, and the related FPA Funding Amount PIPE Subscription Agreement (the “Subscription Agreement”)
as Exhibit 10.2. The Company also refers the Staff to the Company’s November 7, 2023 Registration Statement on Form S-1 (the “Resale
S-1”), which reattached the FPA and Subscription Agreement as Exhibits 10.19 and 10.20, respectively.

 ● “[T]he SPAC sponsor or its affiliates
will purchase the SPAC securities at a price no higher than the price offered through the SPAC redemption process;”

 ○ The Company respectfully directs the Staff
to the disclosure in the FPA 8-K, Item 1.01, as well as the terms of the FPA and Subscription Agreement included as Exhibits 10.1 and
10.2 to the FPA 8-K, respectively, and Exhibits 10.19 and 10.20 to the Resale S-1, respectively. The Company further notes that the pricing
mechanism for Meteora’s purchase of shares under the FPA is in substantially the same form as the pricing mechanism set forth in
the Critical Metals Equity Forward Arrangement, as cited in the Critical Metals Response, for the purchase of shares by Vellar Opportunities
Fund Master, LTD. The Company has made no issuances of any equity securities to Meteora under the FPA, and Meteora was obligated to make
any such purchases at a price no higher than the redemption price, in order to “comply with the requirements of all [applicable]
tender offer regulations.” FPA 8-K, Ex. 10.01, Section 1(d). Finally, the Company is currently negotiating for the termination
or rescission of the FPA with Meteora, with no additional shares issued pursuant to the FPA, and will update the Registration Statement
to reflect all developments with respect to the FPA in future amendments.

 ● “[T]he Securities Act registration
statement or proxy statement filed for the business combination transaction includes a representation that any SPAC securities purchased
by the SPAC sponsor or its affiliates would not be voted in favor of approving the business combination transaction;”

 ○ The Company respectfully directs the Staff
to the disclosure on pages 21, 38, and 104 of the Company’s October 13, 2023 Definitive Proxy Statement on Schedule 14A (the “BC
Proxy”), as well as the sixth page of the introductory letter to shareholders and the second page of the notice to shareholders
included in the BC Proxy, which stated that only a holder as of the Company’s Record Date, October 10, 2023, could vote on the business
combination transaction. Because the Company’s Record Date was October 10, 2023, any shares that Meteora acquired after the Record
Date, including any share purchases that could have been made pursuant to the FPA, could not be voted in favor of approving the business
combination transaction pursuant to Delaware law. The Company has made no issuances of any equity securities to Meteora pursuant to the
FPA.

 ● “[T]he SPAC sponsor and its affiliates
do not possess any redemption rights with respect to the SPAC securities or, if they possess redemption rights, they waive such rights;”

 ○ The Company respectfully advises the Staff
that both Meteora and the Company’s Sponsor waived their redemption rights. The Company’s Sponsor’s waiver of redemption
rights was disclosed on pages 3, 22, 30, 40, 115, 130, 182, 183, 192, and F-8 of the BC Proxy, as well as the sixth page of the introductory
letter to shareholders and the second page of the notice to shareholders included in the BC Proxy. Meteora had no redemption rights
in connection with any share purchases under the FPA. There have been no such purchases and, had any such purchases occurred, they would
have been after the closing of the redemption period.

    3

 ● “[And] the SPAC discloses in a Form
8-K, prior to the security holder meeting to approve the business combination transaction, the following:

 ○ [T]he amount of SPAC securities purchased
outside of the redemption offer by the SPAC sponsor or its affiliates, along with the purchase price;”

 ■ The Company respectfully advises the Staff
that, as described in the FPA 8-K, Item 1.01, the FPA provided that Meteora could, “but [was] not obligated, to purchase up to 3,000,000
shares . . . concurrently with the closing of the” business combination. Meteora did not purchase any shares pursuant to the FPA
while the redemption period was open, and therefore there were no such purchases to disclose prior to the security holder meeting. FPA
8-K, Item 1.01, and Exhibits 10.1 and 10.2 also disclosed the pricing mechanism for Meteora’s potential share purchases under the
FPA.

 ○ “[T]he purpose of the purchases by
the SPAC sponsor or its affiliates;”

 ■ The Company respectfully directs the Staff
to the disclosures of the FPA, on pages 1-2 of the FPA 8-K, which also attached the FPA as Exhibit 10.1, and the related Subscription
Agreement as Exhibit 10.2. The Company also disclosed the purpose of the FPA in its January 9, 2024 Amendment to the Resale S-1 (at page
99).

 ○ “[T]he impact, if any, of the purchases
by the SPAC sponsor or its affiliates on the likelihood that the business combination transaction will be approved;”

 ■ The Company respectfully advises the Staff
that because Meteora could not purchase any shares pursuant to the FPA while the redemption period was open, the potential purchases pursuant
to the FPA had no impact on the likelihood that the business combination transaction would be approved.

 ○ “[T]he identities of SPAC security
holders who sold to the SPAC sponsor or its affiliates (if not purchased on the open market) or the nature of SPAC security holders (e.g.,
5% security holders) who sold to the SPAC sponsor or its affiliates;”

 ■ The Company respectfully advises the Staff
that there were no security holders who sold to Meteora pursuant to the FPA.

 ○ “[A]nd the number of SPAC securities
for which the SPAC has received redemption requests pursuant to its redemption offer.”

 ■ The Company respectfully directs the Staff
to the disclosure on page 3 of the FPA 8-K, as well as the disclosure on page 2 of the Company’s November 13, 2023 Current Report
on Form 8-K following the vote on the Company’s business combination transaction.

Finally, the Company
respectfully notes that the FPA sets forth representations, warranties and covenants that the FPA “has been structured, and
all activity in connection with the [FPA] has been undertaken to comply with the requirements of all [applicable] tender offer
regulations,” and that the Company will comply with C&DI 166.01 for all relevant disclosure. FPA 8-K, Ex. 10.01, Sections
1(d), 2(f).

    4

Pogo
Internal Controls, page 72

    5.
    Please expand the discussion
    of the internal controls used by the Company in its reserves estimation effort to provide the qualifications of the technical person
    primarily responsible for overseeing the preparation of the reserves estimates presented in the filing. Refer to the requirements
    in Item 1202(a)(7) of Regulation S-K.

    Response:
    In response to the Staff’s
    comment, the Company has revised the section entitled “Pogo Internal Controls” to identify the Company’s VP of
    Operations as the technical person primarily responsible for overseeing the preparation of the reserves estimates presented in the
    filing a

United States securities and exchange commission logo
June 7, 2024
Dante Caravaggio
Chief Executive Officer
HNR Acquisition Corp.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 13, 2024
File No. 333-275378
Dear Dante Caravaggio:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 26, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Risk Factors
Risks Related to Our Common Stock and this Offering
The NYSE American may delist our securities from trading on its exchange, which could limit
investors' ability to make transactions..., page 35
1.We note you disclose on page F-32 that you did not timely file a Form 10-K for the fiscal
year ended December 31, 2023 and received a notice from NYSE American that the
Company is not in compliance with the NYSE American listing standards. Please update
and revise your risk factor to state that you did not timely file the report and that you may
not be able to file timely in the future, as well as any consequences of your inability to
timely file.

 FirstName LastNameDante Caravaggio
 Comapany NameHNR Acquisition Corp.
 June 7, 2024 Page 2
 FirstName LastName
Dante Caravaggio
HNR Acquisition Corp.
June 7, 2024
Page 2
Because the currently outstanding shares of Class A Common Stock that are being registered for
resale in this prospectus..., page 41
2.We note your revised disclosure in response to prior comment 4 states that the pledge
shares were issued as consideration to agree to an escrow and backstop agreement, and
that the consultant shares were issued in consideration for services rendered. Please
quantify the effective price of such shares at issuance. In addition, as requested in prior
comment 4, please revise this risk factor to disclose the potential profit the selling
securityholders will earn based on the current trading price.
Business of HNRA
Financing at Closing, page 64
3.We note it appears certain language included in the filing in response to prior comment 4
in our letter issued December 4, 2023 has been removed, including disclosures with
respect to the purpose for entering into the forward purchase agreement and related
subscription agreement and the inter-relationship between them. Please restore such
disclosures.
4.We note your response to prior comment 12. Please provide us with a more detailed
analysis of your compliance with Rule 14e-5 in connection with entering into the forward
purchase agreement.
Pogo Internal Controls, page 72
5.Please expand the discussion of the internal controls used by the Company in its reserves
estimation effort to provide the qualifications of the technical person primarily responsible
for overseeing the preparation of the reserves estimates presented in the filing. Refer to the
requirements in Item 1202(a)(7) of Regulation S-K.
Pogo Summary of Reserves, page 73
6.The discussion on this page indicates the reserves as of December 31, 2022 and as of
December 31, 2023, in each instance, include the 10% overriding royalty interest not
acquired in the Purchase. However, we note the figures as of December 31, 2023 appear
consistent with estimates presented in Exhibit 99.3 (incorporated by reference to Exhibit
99.1 to the Annual Report on Form 10-K filed May 3, 2024) described as excluding the
10% overriding royalty interest. Please revise your discussion or advise us why a change
is not required.

This comment also applies to comparable discussion under the sections “Preparation of
Reserve Estimates” and “Pogo Summary of Reserves” on page 71 and all related
disclosures throughout your filing.
7.The figure for the estimated proved non-producing crude oil reserves as of December 31,
2022 appears to be truncated. Please revise your disclosure as needed.

 FirstName LastNameDante Caravaggio
 Comapany NameHNR Acquisition Corp.
 June 7, 2024 Page 3
 FirstName LastName
Dante Caravaggio
HNR Acquisition Corp.
June 7, 2024
Page 3
8.The initial average 12-month first-day-of-the-month of the prices disclosed in footnote
(1), relating to the estimate of reserves as of December 31, 2023, appear to be inconsistent
with the comparable prices disclosed in Exhibit 99.3. Furthermore, the initial prices in
footnotes (1) and (2) are described as the “WTI posted price;” however, the reserve
reports as of December 31, 2023 and 2022 indicate these prices are the WTI spot prices.
Please revise your discussion or advise us why a change is not required.
Pogo Crude Oil and Natural Gas Production Prices and Costs, page 75
9.The figures for the year ended December 31, 2023 representing the total annual
production volume on an MBoe basis here and on page 91 appear inconsistent with the
comparable figure presented on page F-33. Please revise your disclosure or advise us why
a change is not required.
Productive Wells, page 75
10.We note the disclosure of 342 gross productive wells as of December 31, 2023 here and in
the fifth paragraph on page 68 appears inconsistent with the disclosure of 341 wells in the
third paragraph on page 68 and elsewhere on page 90. Please revise your disclosure or
advise us why a change is not required.
Leasehold Acreage, page 76
11.We note your disclosure of no undeveloped acreage appears inconsistent with the
disclosure of proved undeveloped reserves as of December 31, 2023. Revise your
disclosure or advise us why a change is not required. Please note acreage held by
production that encompasses those leased acres on which wells have not been drilled or
completed is undeveloped regardless of whether such acreage contains proved reserves.
Refer to the disclosure requirements in Items 1208(a) and (b) and the definitions in
1208(c) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
HNRA, page 87
12.We note your response to prior comment 11 and reissue in part. Please expand your
disclosure to detail any changes in the company's liquidity position since the business
combination.

 FirstName LastNameDante Caravaggio
 Comapany NameHNR Acquisition Corp.
 June 7, 2024 Page 4
 FirstName LastName
Dante Caravaggio
HNR Acquisition Corp.
June 7, 2024
Page 4
Notes to Consolidated Financial Statements
Note 13-Supplemental Disclosure of Oil and Natural Gas Operations (Unaudited)
Reserve Quantity Information, page F-33
13.The figures for the total proved natural gas, proved developed natural gas, total proved
reserves, and proved developed reserves on a Boe basis shown here for the year ended
December 31, 2023 appear inconsistent with the comparable figures presented on page 73.
Please revise your disclosure and the related reserves reconciliation as necessary or advise
us why a change is not required.
Exhibits
14.Please file the employment agreements with Messrs. Trotter and Smith as exhibits to your
registration statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
General
15.We note your response to prior comment 17 and reissue in part. Please revise to clarify
whether you are registering the primary issuance of the shares underlying the public
warrants or the resale of the shares underlying the public warrants. To the extent you are
registering the resale of the shares underlying the public warrants, please revise your
Selling Securityholders table on page 120 to provide the selling security holder disclosure
required by Item 507 of Regulation S-K.
16.We note your disclosure on page 137 that your selling securityholders may sell their
securities in one or more underwritten offerings on a firm commitment or best efforts
basis. Please confirm your understanding that the retention by a selling stockholder of an
underwriter would constitute a material change to your plan of distribution requiring a
post-effective amendment.  Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
17.Please revise to update your financial statements, and accompanying Management's
Discussion and Analysis and auditor's consent to reflect the most recent quarter for which
you have recently filed a quarterly report on Form 10-Q.
            For any questions related to engineering comments you may contact John Hodgin at 202-
551-3699. Please contact Michael Purcell at 202-551-5351 or Karina Dorin at 202-551-
3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

MATTHEW OGURICK

Partner

DIRECT TEL: 212-326-0243

FAX: 212-326-0806

mogurick@pryorcashman.com

May 13, 2024

Via Edgar

Mr. Michael Purcell

Ms. Laura Nicholson

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. 1 to Registration Statement on Form S-1

    Filed January 9, 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. 2 to the Registration Statement on Form S-1 of the Company (“Amendment No. 2”), 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. 2 reflects the
responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter dated January 26,
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. 2 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. 2.

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

Amendment No. 1 to Registration Statement
on Form S-1

Cover Page

    1.
    Please revise to clarify the date that the registrant completed the purchase of equity interests and transactions contemplated thereby as set forth in that certain Amended and Restated Membership Interest Purchase Agreement, as amended. In that regard, your disclosure that you completed such purchase on September 22, 2023 does not appear to be consistent with your disclosure on page 1 regarding the November 15, 2023 closing date.

    Response:
    In response to the Staff’s comments, the Company has updated the cover page of the Registration Statement to indicate that the Closing of the Purchase occurred on November 15, 2023, as is consistent with the remainder of the Registration Statement.

    2.
    We note your response to prior comment 2, and your disclosure on your cover page that sales by Selling Securityholders, or the perception that such sales may occur, could have a significant negative impact on the trading price of your Class A Common Stock because the shares of Class A Common Stock being registered for resale “comprise a significant portion” of your outstanding shares. Please revise to clarify the number of shares that may be resold under this registration statement as compared to the number of shares outstanding. In addition, provide similar clarification in your risk factor “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” including also the shares that may be resold under this registration statement that are not currently outstanding. In that regard, we note that your disclosure in this risk factor references only the resale of certain shares that are currently outstanding.

    Response:
    In response to the Staff’s comments, the Company has updated the cover page of the Registration Statement and the 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” to clarify the amount that are being registered for resale compared to the number of shares currently outstanding.

Prospectus Summary

Pogo Information, page 4

    3.
    We note information in this section appears to omit the required disclosures pursuant to Items 1202 through 1208 under Subpart 229.1200 of Regulation S-K. Please refer to the requirement pursuant to Item 1201(a) of Regulation S-K and revise the registration statement to include the required information consistent with the disclosures in the section “Information About Pogo” on pages 145 through 156 in the HNR Acquisition Corp. Preliminary Proxy Statement on Schedule 14A filed October 12, 2023.

    Response:
    In response to the Staff’s comment, the
    Company has revised its business description beginning on page 66 of the Registration Statement to include information required
    pursuant to Item 1201(a) of Regulation S-K.

    2

Because the currently outstanding shares
of Class A Common Stock that are being registered for resale in this prospectus..., page 57

    4.
    Please revise this risk factor to disclose the purchase price of the securities being registered for resale and to disclose the potential profit the selling securityholders will earn based on the current trading price.

    Response:
    In response to the Staff’s comments, the Company has updated the 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” to include reference to the most recent closing price of the Class A Common Stock and the price at which the Selling Securityholders paid or will pay for their shares.

Committed Equity Financing, page
61

    5.
    Please revise your prospectus to disclose whether White Lion can engage in short-selling activities, and, if so, how any sales activities after announcement of a put may negatively affect the company’s share price. Also disclose the material market activities of White Lion, including any short selling of the company’s securities or other hedging activities that White Lion may or has engaged in, including prior to entering into the agreement and prior to the receipt of any shares pursuant to the terms of the agreement. In addition, disclose how White Lion intends to distribute the securities it owns or will acquire.

    Response:
    In
    response to the Staff’s comment, the Company has revised the “White Lion Capital Committed Equity Financing”
    section of the Registration Statement to clarify that White Lion has represented to the Company that it has not engaged in any short
    sales and that White Lion has agreed not to conduct any such sales during the term of the Common Stock Purchase Agreement. The
    Company has also revised page 138 in the “Plan of Distribution” section of the Registration Statement to disclose how
    White Lion intends to distribute the securities it owns or will acquire.

    6.
    We note your disclosure regarding Regulation M. Please revise to also disclose how the provisions of Regulation M may prohibit White Lion and any other distribution participants that are participating in the distribution of the company’s securities from engaging in market making activities (e.g., placing bids or making purchases to stabilize the price of the common stock) while the common stock purchase agreement is in effect and purchasing shares in the open market while such agreement is in effect.

    Response:
    In response to the Staff’s comment, the Company has revised page 139 in the “Plan of Distribution” section of the Registration Statement to further disclose how the provisions of Regulation M may prohibit White Lion and any other distribution participants that are participating in the distribution of the company’s securities from engaging in market making activities.

Forward Purchase Agreement, page 68

    7.
    Please revise to update your disclosure regarding the forward purchase agreement and FPA Funding Amount PIPE Subscription Agreement. For example, we note your disclosure that pursuant to the terms of the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase shares of common stock concurrently with the closing of the transactions contemplated by the A&R MIPA. Please revise to disclose whether the Seller purchased such shares, and if so, the net proceeds to the registrant from this arrangement.

    Response:

    In response to the Staff’s comment,
    the Company has revised pages 55, 65, and F-23 of the Registration Statement to disclose that the Seller purchased (in the open
    market) 50,070 shares on or around November 15, 2023 and such purchase price of $545,356, or $10.95 per share, was funded by the use
    of proceeds from the Trust Account, and the Seller received an additional $1,004,736 in cash from the Trust Account related to
    reimbursement for 90,000 shares purchased by the Seller (in the open market) on or around November 15, 2023, 2023 in connection with
    the transactions at the redemption price of $10.95 per share. No other purchases have been made by Seller under the FPA.

    3

Unaudited Pro Forma Combined Financial Information

Notes to Unaudited Pro Forma Combined Financial Statements

6. Supplemental Oil and Gas Reserve Information (Unaudited)

Standardized Measure of Discounted Future Net Cash Flows, page 82

    8.
    We note the column headers in the presentation of the pro forma standardized measure on page 82 and the changes therein on page 83 indicate that the amounts shown are Mboe. However, the amounts presented appear to represent dollars. Please revise your presentation as necessary to resolve these inconsistencies or tell us why a revision is not needed.

    Response:

    This table is no longer included in the
Company’s Unaudited Pro Forma Combined Financial Information because it was included in the audited consolidated financial statements
of the Company as of December 31, 2023.

Management’s Discussion and Analysis of Financial Condition and
Results of Operations of Pogo, page 84

    9.
    We note that the projected oil and gas revenues for 2023 were $30.052 million, as set forth in the projections prepared by HNRA and presented to the company’s financial advisor in connection with the evaluation of the purchase pursuant to the Amended and Restated Membership Interest Purchase Agreement. We also note Pogo’s actual total revenues for the Nine Months Ended September 30, 2023. It appears that you will miss your 2023 revenue projection. Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

    Response:
    The Company has revised its Management’s Discussion and Analysis of Financial Condition and Results of Operations to account for the year ended December 31, 2023. In addition, the Company  included information regarding the Company’s cash flow and sources of capital that it expects to utilize.

    10.
    We note footnote (1) accompanying the presentation of production appears to indicate that natural gas is converted to Boe at the rate of one-barrel equals nine Mcf based on the approximate relative energy content of oil and natural gas. However, it appears that the conversion factor applied is six Mcf based on the oil and natural gas figures provided in the table on page 90. Please revise your disclosure as necessary to resolve these inconsistencies or tell us why a revision is not needed.

    Response:
    In response to the Staff’s comment, the
    Company has revised footnote (1) in the table on page 91 to correctly note the conversion factor of six Mcf.

    11.
    In light of the significant number of redemptions, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

    Response:
    In response to the Staff’s comment, the Company has revised its Liquidity and Capital Resources section to address the Company’s need for additional capital and the effect on Company’s ability to raise additional capital.

    4

Business of HNRA, page 95

    12.
    We note your response to prior comment 5, including your statement that 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 (October 29, 2023). However, we note that the registrant adjourned the special meeting on October 30, 2023, and determined to reconvene the special meeting on November 13, 2023, announcing on November 3, 2023 that shareholders would have the right to exercise their right to redemption until November 9, 2023. Please provide further analysis on how purchases under the forward purchase agreement complied with Rule 14e-5.

    Response:
    Meteora has advised the Company that the FPA is a cash settled equity derivative swap and as such, it does not involve the purchase of stock by the Company, and therefore, Rule 14e-5 is not implicated.  A Meteora affiliate, in its capacity as a consultant to the Company (pursuant to a separate consulting agreement), also advised the Company with respect to the timing of the execution of the FPA during a period in which the redemption period was closed and then subsequently reopened. Neither Meteora nor one of its affiliates has reviewed this response.  Notwithstanding the foregoing, the Company has made no issuances of any equity securities to Seller under the FPA, and of the shares purchased by Seller in the open market as noted in the Company’s response to Comment 7 hereinabove, such shares were reimbursed out of the Trust Account at the redemption price of $10.95 per share at the time of closing of the transaction.  Finally, the Company is currently negotiating for the termination or recission of the FPA with Seller and will update the Registration Statement to reflect all developments with respect to the FPA in future amendments.

    13.
    Please revise to update your disclosures throughout the filing and address areas that appear to need updating or that present inconsistencies. For example, we note your disclosure on page 106 that “in the event the Company does not complete a Business Combination by November 15, 2023 or amend its certificate of incorporation, the Company is required to redeem the public shares sold in the Initial Public Offering.” Please revise your disclosure to indicate this business combination has been completed. As another example, update the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HNRA.”

    Response:
    In response to the Staff’s comments, the Company has made revisions throughout the Registration Statement to address inconsistencies and to indicate that the Company’s initial business combination has been completed.

Compensation of Executive Officers and Directors After the Purchase,
page 116

    14.
    Please provide all disclosure required by Item 402 of Regulation S-K for your fiscal year ended December 31, 2023.

    Response:
    In response to the Staff’s comment, the Company has provided all disclosure required by Item 402 of Regulation S-K for fiscal year ended December 31, 2023 in the section entitled “Compensation of Executive Off

United States securities and exchange commission logo
January 26, 2024
Dante Caravaggio
Chief Executive Officer
HNR Acquisition Corp.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 9, 2024
File No. 333-275378
Dear Dante Caravaggio:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 4, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.Please revise to clarify the date that the registrant completed the purchase of equity
interests and transactions contemplated thereby as set forth in that certain Amended and
Restated Membership Interest Purchase Agreement, as amended. In that regard, your
disclosure that you completed such purchase on September 22, 2023 does not appear to be
consistent with your disclosure on page 1 regarding the November 15, 2023 closing date.

 FirstName LastNameDante Caravaggio
 Comapany NameHNR Acquisition Corp.
 January 26, 2024 Page 2
 FirstName LastName
Dante Caravaggio
HNR Acquisition Corp.
January 26, 2024
Page 2
2.We note your response to prior comment 2, and your disclosure on your cover page that
sales by Selling Securityholders, or the perception that such sales may occur, could have a
significant negative impact on the trading price of your Class A Common Stock because
the shares of Class A Common Stock being registered for resale “comprise a significant
portion” of your outstanding shares. Please revise to clarify the number of shares that may
be resold under this registration statement as compared to the number of shares
outstanding. In addition, provide similar clarification in your risk factor “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” including also the shares that may be resold under this
registration statement that are not currently outstanding. In that regard, we note that your
disclosure in this risk factor references only the resale of certain shares that are currently
outstanding.
Prospectus Summary
Pogo Information, page 4
3.We note information in this section appears to omit the required disclosures pursuant to
Items 1202 through 1208 under Subpart 229.1200 of Regulation S-K. Please refer to the
requirement pursuant to Item 1201(a) of Regulation S-K and revise the registration
statement to include the required information consistent with the disclosures in the section
“Information About Pogo” on pages 145 through 156 in the HNR Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A filed October 12, 2023.
Because the currently outstanding shares of Class A Common Stock that are being registered for
resale in this prospectus..., page 57
4.Please revise this risk factor to disclose the purchase price of the securities being
registered for resale and to disclose the potential profit the selling securityholders will
earn based on the current trading price.
Committed Equity Financing, page 61
5.Please revise your prospectus to disclose whether White Lion can engage in short-selling
activities, and, if so, how any sales activities after announcement of a put may negatively
affect the company’s share price. Also disclose the material market activities of White
Lion, including any short selling of the company’s securities or other hedging activities
that White Lion may or has engaged in, including prior to entering into the agreement and
prior to the receipt of any shares pursuant to the terms of the agreement. In addition,
disclose how White Lion intends to distribute the securities it owns or will acquire.

 FirstName LastNameDante Caravaggio
 Comapany NameHNR Acquisition Corp.
 January 26, 2024 Page 3
 FirstName LastName
Dante Caravaggio
HNR Acquisition Corp.
January 26, 2024
Page 3
6.We note your disclosure regarding Regulation M. Please revise to also disclose how
the provisions of Regulation M may prohibit White Lion and any other distribution
participants that are participating in the distribution of the company’s securities from
engaging in market making activities (e.g., placing bids or making purchases to stabilize
the price of the common stock) while the common stock purchase agreement is in effect
and purchasing shares in the open market while such agreement is in effect.
Forward Purchase Agreement, page 68
7.Please revise to update your disclosure regarding the forward purchase agreement and
FPA Funding Amount PIPE Subscription Agreement. For example, we note your
disclosure that pursuant to the terms of the Forward Purchase Agreement, the Seller
intends, but is not obligated, to purchase shares of common stock concurrently with the
closing of the transactions contemplated by the A&R MIPA. Please revise to disclose
whether the Seller purchased such shares, and if so, the net proceeds to the registrant from
this arrangement.
Unaudited Pro Forma Combined Financial Information
Notes to Unaudited Pro Forma Combined Financial Statements
6. Supplemental Oil and Gas Reserve Information (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows, page 82
8.We note the column headers in the presentation of the pro forma standardized measure on
page 82 and the changes therein on page 83 indicate that the amounts shown are Mboe.
However, the amounts presented appear to represent dollars.  Please revise your
presentation as necessary to resolve these inconsistencies or tell us why a revision is not
needed.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Pogo, page 84
9.We note that the projected oil and gas revenues for 2023 were $30.052 million, as set
forth in the projections prepared by HNRA and presented to the company’s financial
advisor in connection with the evaluation of the purchase pursuant to the Amended and
Restated Membership Interest Purchase Agreement. We also note Pogo's actual total
revenues for the Nine Months Ended September 30, 2023. It appears that you will miss
your 2023 revenue projection. Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances.

 FirstName LastNameDante Caravaggio
 Comapany NameHNR Acquisition Corp.
 January 26, 2024 Page 4
 FirstName LastName
Dante Caravaggio
HNR Acquisition Corp.
January 26, 2024
Page 4
10.We note footnote (1) accompanying the presentation of production appears to indicate that
natural gas is converted to Boe at the rate of one-barrel equals nine Mcf based on the
approximate relative energy content of oil and natural gas. However, it appears that the
conversion factor applied is six Mcf based on the oil and natural gas figures provided in
the table on page 90. Please revise your disclosure as necessary to resolve these
inconsistencies or tell us why a revision is not needed.
11.In light of the significant number of redemptions, expand your discussion of capital
resources to address any changes in the company’s liquidity position since the business
combination. If the company is likely to have to seek additional capital, discuss the effect
of this offering on the company’s ability to raise additional capital.
Business of HNRA, page 95
12.We note your response to prior comment 5, including your statement that 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 (October 29, 2023). However, we note that the registrant adjourned the
special meeting on October 30, 2023, and determined to reconvene the special meeting on
November 13, 2023, announcing on November 3, 2023 that shareholders would have the
right to exercise their right to redemption until November 9, 2023. Please provide further
analysis on how purchases under the forward purchase agreement complied with Rule
14e-5.
13.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies.  For example, we note your
disclosure on page 106 that "in the event the Company does not complete a Business
Combination by November 15, 2023 or amend its certificate of incorporation, the
Company is required to redeem the public shares sold in the Initial Public Offering."
Please revise your disclosure to indicate this business combination has been
completed. As another example, update the disclosures under "Management's Discussion
and Analysis of Financial Condition and Results of Operations of HNRA."
Compensation of Executive Officers and Directors After the Purchase, page 116
14.Please provide all disclosure required by Item 402 of Regulation S-K for your fiscal year
ended December 31, 2023.
15.Please disclose all material terms of the HNR Acquisition Corp. Omnibus Incentive Plan.
Experts, page 143
16.Please expand your disclosure to clarify that estimates of proved oil and gas reserves and
discounted future net cash flows appearing in this prospectus for the years ending
December 31, 2021 and 2022 were prepared by the third-party independent petroleum
engineering firm of William M. Cobb & Associates, Inc. Additionally file a copy of the

 FirstName LastNameDante Caravaggio
 Comapany NameHNR Acquisition Corp.
 January 26, 2024 Page 5
 FirstName LastName
Dante Caravaggio
HNR Acquisition Corp.
January 26, 2024
Page 5
reserve reports for each period that proved reserves are disclosed, e.g. the reserve reports
previously disclosed as Annex D, E, F and G relating to the “Original Transaction” and
the “Amended Transaction” in the HNR Acquisition Corp. Preliminary Proxy Statement
on Schedule 14A filed October 12, 2023, to comply with the requirements in Item
1202(a)(8) of Regulation S-X and obtain and file the consent of the third-party engineer
that prepared these reports to comply with Item (601)(b)(23) of Regulation S-K.
General
17.We note that you are registering the resale of up to 6,468,750 shares of Class A Common
Stock issuable upon the exercise of your public warrants that were issued in connection
with your initial public offering. Please tell us whether that is consistent with the terms of
the warrant agreement with respect to such warrants. We also note that such shares do not
appear to be included in your Selling Securityholders table on page 126. Please advise.
18.We note that it appears that your fee table filed as Exhibit 107 references an additional
1,320,625 shares of common stock than you describe on your prospectus cover page.
Please advise whether the issuance or resale of such shares is being registered and whether
they are included on your prospectus cover page.
19.We note references in your registration statement to “a more detailed discussion” of
HNRA’s business and other matters set forth in HNRA’s previously-filed annual report on
Form 10-K and quarterly reports on Form 10-Q, and statements directing readers to read
such information. Please ensure that you have included in the registration statement all
information required by Form S-1, or provide your analysis as to your eligibility to
incorporate such information by reference.
            For any questions related to engineering comments you may contact John Hodgin at 202-
551-3699.  Please contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick

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.

    2

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.”

*       *       *

    3

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

4

United States securities and exchange commission logo
December 4, 2023
Donald Goree
Chief Executive Officer
HNR Acquisition Corp.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp.
Registration Statement on Form S-1
Filed November 7, 2023
File No. 333-275378
Dear Donald Goree:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.For each of the shares being registered for resale, 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.

 FirstName LastNameDonald Goree
 Comapany NameHNR Acquisition Corp.
 December 4, 2023 Page 2
 FirstName LastName
Donald Goree
HNR Acquisition Corp.
December 4, 2023
Page 2
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.
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.
5.Please provide your analysis on how purchases under the forward purchase agreement
complied with Rule 14e-5.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick

United States securities and exchange commission logo
October 13, 2023
Diego Rojas
Chief Executive Officer
HNR Acquisition Corp
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp
Amendment No. 6 to Preliminary Proxy Statement on Schedule 14A
Filed October 12, 2023
File No. 001-41278
Dear Diego Rojas:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick

CORRESP
1
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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.

CORRESP
1
filename1.htm

HNR Acquisition Corp.

3730 Kirby Drive, Suite 1200

Houston, TX 77098

October 10, 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. 5 to Preliminary Proxy Statement on Schedule 14A

    Filed September 28, 2023

    File No. 001-41278

Dear Miss Packebusch:

HNR Acquisition Corp. (the “Company”) confirms receipt
of the letter dated October 6, 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. 6 (“Amendment No. 6”)
to the above-referenced filing (as amended by Amendment No. 6, 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:

Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A

What happens if a substantial number of public stockholders vote
in favor of the Purchase Proposal and exercise their redemption rights?, page 20

    1.
    We note your response to prior comment 24. Please expand your disclosure here to include a cross-reference to the risk factor titled "Unless the Company completes a Preferred Stock PIPE Investment, HNRA may not have sufficient funds to meet the minimum cash amount provided for in the MIPA for Closing."

RESPONSE: In response to the Staff’s comment, the
Company has revised page 20 of the Proxy Statement to include a cross-reference to the risk factor entitled “Unless the Company
completes a Preferred Stock PIPE Investment, HNRA may not have sufficient funds to meet the minimum cash amount provided for in the MIPA
for Closing.”

Summary of the Proxy Statement

Impact of Purchase on HNRA's Public Float, page 33

    2.
    We note your revised disclosure in response to prior comment 5 reflects the automatic conversion of OpCo Preferred Units into Class A common shares on the two year anniversary of closing under the 50% and Maximum Redemption scenarios. Please expand to reflect the automatic conversion of OpCo Preferred Units assuming no redemptions.

RESPONSE: In response to the Staff’s comment, we
advise the Staff that conversion of OpCo Preferred Units was not included in the no redemption scenario because no OpCo Preferred Units
will be issued if there are no redemptions. Pursuant to the A&R MIPA, OpCo Preferred Units will only be issued if there is insufficient
cash, but under the no redemption scenario, the Company will have sufficient cash at Closing in the Trust Account. The Proxy Statement
has been revised to include a footnote to describe this scenario.

Summary of the Proxy Statement

Opinion of RSI & Associates,
page 41

    3.
    We note the revisions made in response to prior comment 7; however, the PV10 value presented for proved developed producing reserves on pages 41 and 126 appears inconsistent with the PV10 value presented in the Cobb reserve report as of December 31, 2022 (dated June 30, 2023). Please correct the PV10 value or explain why a revision is not needed.

RESPONSE: In response to the Staff’s comment, the
Company has revised pages 41 and 126 of the Proxy Statement to be consistent with the Cobb Report dated as of December 31, 2022 included
as Annex E to the Proxy Statement.

Unaudited Pro Forma Combined Financial Information

Note 4 - Adjustments to Unaudited Pro Forma Combined Financial Information,
page 95

    4.
    We note your response to prior comment 10 where you explain that under each scenario it is presumed that the holders of the OpCo Class B units have exercised the Exchange Right and OpCo has elected to issue Class A common shares to the holders of the OpCo Class B units; therefore, you have not presented any noncontrolling interest for the OpCo Class B units issued to the sellers of POGO. Please detail for us your rationale for assuming the holders of the OpCo Class B units will exercise the Exchange Right as of the date of the business combination as your pro forma financial statements depict.

RESPONSE: Upon further consideration and review of its
assumptions made, the Company has revised its pro forma combined financial statements to present the OpCo Class B Units as a noncontrolling
interest under ASC 810-10-45-16 until such time as the Exchange Right may be exercised by the Sellers. The Company further notes that
the OpCo Class B Units have no rights to distributions or profits and losses of the OpCo, and therefore the pro forma statements of operations
do not present any portion of the Company’s net income or loss are attributable to the noncontrolling interest.

    5.
    We note in response to prior comment 11 you have reclassified the remaining deferred underwriter commission as a current liability. Please reference the $1,300,000 adjustment amount on the pro forma balance sheet to an explanatory note.

RESPONSE: In response to the Staff’s comment, the
Company has revised the pro forma balance sheet to reference to pro forma adjustment Note (E).

    2

    6.
    Please revise Note (B) to indicate you are reflecting the reclassification of $48.5 million of cash and investments held in the Trust Account rather than $48.3 million. In addition, revise Note (C) to indicate you are reflecting net cash proceeds of $27,380,000 from the Debt Commitment Letter rather than $26,880,000.

RESPONSE: In response to the Staff’s comment, the
Company has revised Notes (B) and (C) accordingly.

    7.
    Please revise Notes (N) and (Q) to reflect the correct amounts which correspond to the adjustment amounts on the pro forma balance sheet. That is, the pro forma adjustment amounts assuming 50% redemption and maximum redemption are $13,247,213 and $1,752,787, respectively.

RESPONSE: In response to the Staff’s comment, the
Company has revised Notes (N) and (Q) accordingly.

We greatly appreciate the Staff’s patience
with this file. The Company is hopeful that it can clear comments as soon as possible, so that the Company may hold a stockholder meeting
by the end of October. We trust that this response satisfactorily responds to your request. Should you require further information, please
contact our legal counsel Matthew Ogurick of the law firm Pryor Cashman LLP at (212) 326-0243, and we welcome a conference call to discuss
further.

    Very truly yours,

    /s/ Donald H. Goree

    Name:
    Donald H. Goree

    Title:
    Chief Executive Officer

    cc:
    Matthew Ogurick

3

United States securities and exchange commission logo
October 6, 2023
Diego Rojas
Chief Executive Officer
HNR Acquisition Corp
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp
Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A
Filed September 28, 2023
File No. 001-41278
Dear Diego Rojas:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A
What happens if a substantial number of public stockholders vote in favor of the Purchase
Proposal and exercise their redemption rights?, page 20
1.We note your response to prior comment 24. Please expand your disclosure here to
include a cross-reference to the risk factor titled "Unless the Company completes a
Preferred Stock PIPE Investment, HNRA may not have sufficient funds to meet the
minimum cash amount provided for in the MIPA for Closing."
Summary of the Proxy Statement
Impact of Purchase on HNRA's Public Float, page 33
2.We note your revised disclosure in response to prior comment 5 reflects the automatic
conversion of OpCo Preferred Units into Class A common shares on the two year
anniversary of closing under the 50% and Maximum Redemption scenarios.  Please
expand to reflect the automatic conversion of OpCo Preferred Units assuming no
redemptions.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 October 6, 2023 Page 2
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
October 6, 2023
Page 2
Summary of the Proxy Statement
Opinion of RSI & Associates, page 41
3.We note the revisions made in response to prior comment 7; however, the PV10 value
presented for proved developed producing reserves on pages 41 and 126 appears
inconsistent with the PV10 value presented in the Cobb reserve report as of December 31,
2022 (dated June 30, 2023). Please correct the PV10 value or explain why a revision is not
needed.
Unaudited Pro Forma Combined Financial Information
Note 4 - Adjustments to Unaudited Pro Forma Combined Financial Information, page 95
4.We note your response to prior comment 10 where you explain that under each scenario it
is presumed that the holders of the OpCo Class B units have exercised the Exchange Right
and OpCo has elected to issue Class A common shares to the holders of the OpCo Class B
units; therefore, you have not presented any noncontrolling interest for the OpCo Class B
units issued to the sellers of POGO.  Please detail for us your rationale for assuming the
holders of the OpCo Class B units will exercise the Exchange Right as of the date of the
business combination as your pro forma financial statements depict.
5.We note in response to prior comment 11 you have reclassified the remaining deferred
underwriter commission as a current liability.  Please reference the $1,300,000 adjustment
amount on the pro forma balance sheet to an explanatory note.
6.Please revise Note (B) to indicate you are reflecting the reclassification of $48.5 million of
cash and investments held in the Trust Account rather than $48.3 million.  In addition,
revise Note (C) to indicate you are reflecting net cash proceeds of $27,380,000 from the
Debt Commitment Letter rather than $26,880,000.
7.Please revise Notes (N) and (Q) to reflect the correct amounts which correspond to the
adjustment amounts on the pro forma balance sheet.  That is, the pro forma adjustment
amounts assuming 50% redemption and maximum redemption are $13,247,213 and
$1,752,787, respectively.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 October 6, 2023 Page 3
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
October 6, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer,
at (202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick

CORRESP
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HNR Acquisition Corp.

3730 Kirby Drive, Suite 1200

Houston, TX 77098

September 27, 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. 4 to Preliminary Proxy Statement on
    Schedule 14A

    Filed September 11, 2023

    File No. 001-41278

Dear Miss Packebusch:

HNR Acquisition Corp. (the “Company”) confirms
receipt of the letter dated September 22, 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. 5 (“Amendment No. 5”) to the above-referenced filing (as amended by Amendment No. 5, 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:

Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A

Cover Page

    1.
    We note you disclose that approval of the Purchase
    Proposal, Incentive Plan Proposal, the NYSE American Proposal and the Adjournment Proposal each require the affirmative vote of a
    majority of votes cast by holders of shares of SPAC Common Stock present in person or by proxy at the Special Meeting and entitled
    to vote thereon. You also disclose that approval of the Charter Proposal requires the affirmative vote of the holders of a majority
    of the SPAC Common Stock entitled to vote. This appears inconsistent with your disclosure that a failure to vote or provide voting
    instruction for the Purchase Proposal and the Charter Proposal will have the same effect as a vote Against the Purchase Proposal
    and Charter Proposal, but will have no effect on the outcome of any other proposal in this proxy. Please revise or advise.

RESPONSE: In response to the Staff’s comment, the
Company has updated the Proxy Statement throughout to indicate that an abstention only has the effect of a vote “AGAINST”
the Charter Proposal, but has no effect on the other proposals included in the proxy statement.

    2.
    We note you disclose here and elsewhere that the holders
    of OpCo Class B units will be required to exchange all of their Class B Units (a “Mandatory Exchange”) upon the occurrence
    of the following: (i) upon the direction of the Company with the consent of at least fifty percent (50%) of the holders of OpCo Class
    B Units; or (ii) upon the one-year anniversary of the Mandatory Conversion Trigger Date. However, you disclose on page 28 that the
    Mandatory Exchange will occur upon the Mandatory Conversion Trigger Date. Please advise or revise.

RESPONSE: In response to the Staff’s comment, the
Company has revised pages 28 and 32 of the Proxy Statement to clarify that the Mandatory Exchange occurs upon the occurrence of the following:
(i) upon the direction of the Company with the consent of at least fifty percent (50%) of the holders of OpCo Class B Units; or (ii) upon
the one-year anniversary of the Mandatory Conversion Trigger Date; which this matches the disclosure elsewhere in the Proxy Statement.

Summary Term Sheet, page 1

    3.
    We note the transactions contemplated by the membership
    interest purchase agreement, as amended and restated on August 28, 2023, will result in your post-purchase company organized in an
    “Up-C” structure. Please tell us whether the parties to the MIPA also entered into a tax receivable agreement, as is
    typically the case with Up-C structures. If so, please expand your disclosures throughout the proxy to provide details for this related
    agreement, and also file a copy of the agreement as an annex or exhibit.

RESPONSE: In response to the Staff’s comment, the
Company advises the Staff that no tax receivable agreement was entered into in connection with the A&R MIPA.

Q: What is an “Up-C” structure?, page 14

    4.
    Please expand your disclosure to explain the business
    or strategic rationale for use of the “Up-C” structure. Please also highlight any significant tax or other material benefits
    to CIC as Partner/Seller so long as it owns interests directly through Units of OpCo.

RESPONSE: In response to the Staff’s comment, the
Company has revised pages 15-16 of the Proxy Statement to provide the rationale for the use of the “Up-C” structure and the
tax benefits Seller received therefrom.

Summary of the Proxy Statement

Impact of the Purchase on HNRA’s Public Float, page 33

    5.
    Please revise to disclose all possible sources and
    extent of dilution that shareholders who elect not to redeem their shares may experience in connection with the business combination.
    For example, please disclose the impact of the OpCo Class B Units, the OpCo Preferred Units and the Preferred Stock PIPE at each
    of the redemption levels detailed in your sensitivity analysis, including any needed assumptions. We also note your disclosure on
    page 35.

RESPONSE: In response to the Staff’s comment, the
Company has revised the tables in the Proxy Statement to disclose the impact of the OpCo Class B Units, the OpCo Preferred Units and the
Preferred Stock PIPE at each of the redemption levels.

Ownership Structure of HNRA after the Closing, page 34

    6.
    We note that the chart reflects that OpCo Class B common
    units and OpCo Preferred Units are held by CIC Partner/Seller. Please revise this chart to include the number of OpCo Class B common
    units and OpCo Preferred Units held by CIC Partner/Seller. In addition, quantify the percentage of equity interests to be held in
    OpCo by CIC Partner /Seller.

RESPONSE: In response to the Staff’s comment, the
Company has updated the ownership structure chart after closing to indicate the number of OpCo Class B Unit, the number of OpCo Preferred
Units, and the percentage of units held by Seller assuming maximum redemption and maximum issuance of the OpCo Preferred Units.

    2

Summary of the Proxy Statement

Opinion of RSI & Associates, page 39

    7.
    Please expand your disclosure to clarify that RSI &
    Associates’ amended fairness opinion is based on the Cobb & Associates 3rd Party Engineering Study as of December 31, 2022
    revised on April 25, 2023 to exclude the 10% overriding royalty interest now held by Pogo Royalty, LLC. This comment also applies
    to the disclosure on page 123 and in the RSI & Associates, Inc. amended fairness opinion included as Annex C.

RESPONSE: In response to the Staff’s comment, the
Company has revised pages 41 and 126 and Annex C to include reference to the Cobb & Associates 3rd Party Engineering Study as of December
31, 2022 revised on June 30, 2023 to exclude the 10% overriding royalty interest now held by Pogo Royalty, LLC.

Unaudited Pro Forma Combined Financial Information

Notes to Unaudited Pro Forma Combined Financial Statements

Note 3 - Preliminary Price Allocation, page 92

    8.
    We note under the 50% redemption scenario you indicate
    the purchase price consideration includes the full amount of the Promissory Note to Sellers of Pogo and the issuance of 85,000 OpCo
    Preferred Units. However, we note pro forma adjustment (N) reflects the issuance of only $13,307,21 in principal under Seller Promissory
    Note, and there is no issuance of OpCo Preferred Units under the scenario on the pro forma balance sheet. Please address this inconsistency.

RESPONSE: In response to the Staff’s comment, the
Company has revised the Proxy Statement to remove the inconsistency and accurately reflected the estimated purchase price consideration.

    9.
    Please revise the details depicting the preliminary
    purchase price under the maximum redemption scenario to indicate 2,000,000 OpCo Preferred Units will be issued rather than 85,000
    OpCo Preferred Units.

RESPONSE: In response to the Staff’s comment, the
Company has revised the Proxy Statement to indicate 2,000,000 issued OpCo Preferred Units in the maximum redemption scenario.

Note 4 - Adjusted to Pro Forma Combined Financial Information,
page 93

    10.
    We note pro forma adjustment (D) reflects the issuance
    of 2,000,000 OpCo Class B units issued to the sellers of Pogo. Please refer to the guidance in FASB ASC 810-10-45-16, and revise
    your pro forma balance sheet to present the Seller’s ownership interest in OpCo as a noncontrolling interest rather than Additional
    paid in capital or explain in further detail why it is appropriately classified within your equity.

RESPONSE: In response to the Staff’s comment, the
Company has reviewed the guidance in FASB ASC 810-10-45-16. As the Company’s revised disclosures now indicate, the unaudited pro
forma combined financial information assumes the exercise of the OpCo Class B unit holders Exchange Right, whereby they elect to convert
outstanding Class B Units of OpCo, and whereby the OpCo elects to issue Class A Common shares of the Company. Therefore, the Company has
not presented any noncontrolling interest for the OpCo Class B Units issued to the sellers of POGO. We do note that the OpCo Preferred
Units issued to the Sellers in the maximum redemption scenario are presented as a noncontrolling interest of the Company’s subsidiary
in the maximum redemptions scenario, as required under FASB ASC 810-10-45-16.

    11.
    In the note for pro forma adjustment (E) you state
    that you are required to pay the $1,300,000 deferred underwriter commission in cash 90 days after the closing date. Please include
    a pro forma adjustment to reflect this obligation as a current liability.

RESPONSE: In response to the Staff’s comment, the
Company has revised its pro forma adjustments in the Proxy Statement to present the remaining deferred underwriter commission as a current
liability.

    12.
    We understand the maturity note of the promissory note
    is six months from the closing of the transactions contemplated by the MIPA. Please revise pro forma adjustment (N) to present the
    outstanding principal of the promissory note as a current liability.

RESPONSE: In response to the Staff’s comment, the
Company has revised its pro forma adjustments in the Proxy Statement to present the Seller Promissory Note as a current liability.

Adjustments to Unaudited Pro Forma Combined Statements of Operations,
page 94

    13.
    Please revise your pro forma statements of operations
    to present net income or loss from continuing operations attributable to the controlling interest as required by Rule 11-02(a)(5)
    of Regulation S-X.

RESPONSE: In response to the Staff’s comment, the
Company has revised its pro forma statements of operations in the Proxy Statement to present net income or loss from continuing operations
attributable to the controlling interest. As noted in our response to comment 10, there is no portion of the subsidiary’s results
of operations applicable to a non-controlling interest in the “no redemptions” and “50% redemptions” scenarios.
In the “maximum redemptions” scenario, under the terms of the A&R OpCo LLC Agreement, the OpCo Preferred Unit holders
do not receive any share of net profits or losses, and as such, no net income or loss attributable to noncontrolling interest is presented
in the pro forma statements of operations.

    3

Unaudited Pro Forma Combined Financial Information

Notes to Unaudited Pro Forma Combined Financial Information

6. Supplemental Oil and Gas Reserve Information (Unaudited), page
97

    14.
    Please expand the discussion of the pro forma estimates
    of proved oil and gas reserves and discounted future net cash flows prepared by William M. Cobb & Associates to reference the
    pro forma reserve reports, as of December 31, 2021 (updated July 12, 2023) and 2022 (updated April 25, 2023), respectively, which
    exclude the 10% overriding royalty interest not acquired in the amended transaction. Also, identify the corresponding attachments
    filed as Annex D and Annex E, respectively, and modify Table of Contents to clarify these reports represent the pro forma estimates,
    e.g. excludes the 10% overriding royalty interest not acquired in the amended transaction. Refer to the disclosure requirements in
    Item 1202(a)(8) of Regulation S-K and FASB ASC 932-235-50-10 and 50-36.

RESPONSE: In response to the Staff’s comment, the
Company has revised page 99 and the Table of Contents of the Proxy Statement.

    15.
    Please modify the pro forma presentations of the estimated
    net quantities of oil and gas reserves (page 97), the standardized measure of discounted future net cash flows (page 98), and the
    changes in standardized measure (page 98) to reconcile the original transaction estimates for the historical HNR Acquisition Corporation
    and Pogo Resources, LLC to the current amended transaction estimates (reduced by the 10% overriding royalty interest) for Pogo Resources,
    LLC and the resulting Pro Forma Combined estimates.

RESPONSE: In response to the Staff’s comment, the Company has
revised disclosure on pages 100 and 101 of the Proxy Statement.

    16.
    The pro forma summary of changes in estimated proved
    reserves includes “revisions of previous estimates” which references footnote (1); however, footnote (1) and its accompanying
    explanation are not provided. Please revise your disclosure to provide the referenced footnote to identify and quantify each individual
    factor that contributed to the overall change in the line item. If two or more unrelated factors are combined to arrive at the overall
    change, your revised disclosure should separately identify and quantify each factor, including offsetting factors, so the change
    in net reserve quantities between periods is fully explained. Refer to the disclosure requirements in FASB ASC 932-235-50-5.

RESPONSE: In response to the Staff’s comment, the
Company has revised disclosure on page 100 of the Proxy Statement.

Background of the Purchase, page 114

    17.
    Please substantially expand your disclosure to discuss
    the negotiation of key aspects of the proposed transaction, including the “Up-C” structure, A&R MIPA, Option Agreement,
    Backstop Agreement, the Escrow Agreement, Board Designation Agreement and PIPE Investment. Your discussion should include the underlying
    reasons for the negotiation of such structure and agreements, and identify the individuals that participated in any negotiation and
    the material terms negotiated. For example, clarify how the parties determined the type and amount of consideration and the rational
    for reducing the purchase price from $120 million in the Original MIPA to $90 million in the A&R MIPA and the rationale for receiving
    an updated opinion from RSI & Associates.

RESPONSE: In response to the Staff’s comment, the
Company has revised pages 121-123 of the Proxy Statement to provide expanded disclosure regarding the negotiation of key aspects of the
amended transaction.

Fairness Opinion of RSI & Associates, Inc., page 123

    18.
    We note RSI & Associates, Inc. has updated their
    fairness opinion. Please clarify whether HNRA paid an additional fee for the revised opinion. In this regard we note your disclosure
    regarding the aggregate fee of $54,210 is unchanged in this amendment.

RESPONSE: In response to the Staff’s comment, the
Company has revised page 127 of the Proxy Statement to indicate the aggregate fee payable to RSI & Associates of $75,829.

    4

Proposal No. 3 - The NYSE American Proposal, page 137

    19.
    We note that Proposal No. 3 does n

United States securities and exchange commission logo
September 22, 2023
Diego Rojas
Chief Executive Officer
HNR Acquisition Corp
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Filed September 11, 2023
File No. 001-41278
Dear Diego Rojas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Cover Page
1.We note you disclose that approval of the Purchase Proposal, Incentive Plan Proposal, the
NYSE American Proposal and the Adjournment Proposal each require the affirmative
vote of a majority of votes cast by holders of shares of SPAC Common Stock present in
person or by proxy at the Special Meeting and entitled to vote thereon.  You also
disclose that approval of the Charter Proposal requires the affirmative vote of the holders
of a majority of the SPAC Common Stock entitled to vote.  This appears inconsistent with
your disclosure that a failure to vote or provide voting instruction for the Purchase
Proposal and the Charter Proposal will have the same effect as a vote Against the
Purchase Proposal and Charter Proposal, but will have no effect on the outcome of any
other proposal in this proxy.  Please revise or advise.
2.We note you disclose here and elsewhere that the holders of OpCo Class B units will be
required to exchange all of their Class B Units (a “Mandatory Exchange”) upon the

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 September 22, 2023 Page 2
 FirstName LastNameDiego Rojas
HNR Acquisition Corp
September 22, 2023
Page 2
occurrence of the following: (i) upon the direction of the Company with the consent of at
least fifty percent (50%) of the holders of OpCo Class B Units; or (ii) upon the one-
year anniversary of the Mandatory Conversion Trigger Date.  However, you disclose on
page 28 that the Mandatory Exchange will occur upon the Mandatory Conversion Trigger
Date.  Please advise or revise.
Summary Term Sheet, page 1
3.We note the transactions contemplated by the membership interest purchase agreement,
as amended and restated on August 28, 2023, will result in your post-purchase company
organized in an "Up-C" structure.  Please tell us whether the parties to the MIPA also
entered into a tax receivable agreement, as is typically the case with Up-C structures. If
so, please expand your disclosures throughout the proxy to provide details for this related
agreement, and also file a copy of the agreement as an annex or exhibit.
Q: What is an "Up-C" structure?, page 14
4.Please expand your disclosure to explain the business or strategic rationale for use of the
"Up-C" structure. Please also highlight any significant tax or other material benefits to
CIC as Partner/Seller so long as it owns interests directly through Units of OpCo.
Summary of the Proxy Statement
Impact of the Purchase on HNRA's Public Float, page 33
5.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. For example, please disclose the impact of the OpCo Class B Units, the
OpCo Preferred Units and the Preferred Stock PIPE at each of the redemption levels
detailed in your sensitivity analysis, including any needed assumptions. We also note your
disclosure on page 35.
Ownership Structure of HNRA after the Closing, page 34
6.We note that the chart reflects that OpCo Class B common units and OpCo Preferred
Units are held by CIC Partner/Seller. Please revise this chart to include the number
of OpCo Class B common units and OpCo Preferred Units held by CIC Partner/Seller.  In
addition, quantify the percentage of equity interests to be held in OpCo by CIC
Partner /Seller.
Summary of the Proxy Statement
Opinion of RSI & Associates, page 39
7.Please expand your disclosure to clarify that RSI & Associates' amended fairness opinion
is based on the Cobb & Associates 3rd Party Engineering Study as of December 31, 2022
revised on April 25, 2023 to exclude the 10% overriding royalty interest now held by
Pogo Royalty, LLC. This comment also applies to the disclosure on page 123 and in the

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 September 22, 2023 Page 3
 FirstName LastNameDiego Rojas
HNR Acquisition Corp
September 22, 2023
Page 3
RSI & Associates, Inc. amended fairness opinion included as Annex C.
Unaudited Pro Forma Combined Financial Information
Notes to Unaudited Pro Forma Combined Financial Statements
Note 3 - Preliminary Price Allocation, page 92
8.We note under the 50% redemption scenario you indicate the purchase price consideration
includes the full amount of the Promissory Note to Sellers of Pogo and the issuance of
85,000 OpCo Preferred Units.  However, we note pro forma adjustment (N) reflects the
issuance of only $13,307,21 in principal under Seller Promissory Note, and there is no
issuance of OpCo Preferred Units under the scenario on the pro forma balance sheet.
Please address this inconsistency.
9.Please revise the details depicting the preliminary purchase price under the maximum
redemption scenario to indicate 2,000,000 OpCo Preferred Units will be issued rather than
85,000 OpCo Preferred Units.
Note 4 - Adjusted to Pro Forma Combined Financial Information, page 93
10.We note pro forma adjustment (D) reflects the issuance of 2,000,000 OpCo Class B units
issued to the sellers of Pogo.  Please refer to the guidance in FASB ASC 810-10-45-16,
and revise your pro forma balance sheet to present the Seller's ownership interest in OpCo
as a noncontrolling interest rather than Additional paid in capital or explain in further
detail why it is appropriately classified within your equity.
11.In the note for pro forma adjustment (E) you state that you are required to pay
the $1,300,000 deferred underwriter commission in cash 90 days after the closing date.
Please include a pro forma adjustment to reflect this obligation as a current liability.
12.We understand the maturity note of the promissory note is six months from the closing of
the transactions contemplated by the MIPA.  Please revise pro forma adjustment (N) to
present the outstanding principal of the promissory note as a current liability.
Adjustments to Unaudited Pro Forma Combined Statements of Operations, page 94
13.Please revise your pro forma statements of operations to present net income or loss from
continuing operations attributable to the controlling interest as required by Rule 11-
02(a)(5) of Regulation S-X.
Unaudited Pro Forma Combined Financial Information
Notes to Unaudited Pro Forma Combined Financial Information
6. Supplemental Oil and Gas Reserve Information (Unaudited), page 97
14.Please expand the discussion of the pro forma estimates of proved oil and gas reserves and
discounted future net cash flows prepared by William M. Cobb & Associates to reference
the pro forma reserve reports, as of December 31, 2021 (updated July 12, 2023) and
2022 (updated April 25, 2023), respectively, which exclude the 10% overriding royalty

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 September 22, 2023 Page 4
 FirstName LastNameDiego Rojas
HNR Acquisition Corp
September 22, 2023
Page 4
interest not acquired in the amended transaction. Also, identify the corresponding
attachments filed as Annex D and Annex E, respectively, and modify Table of Contents
to clarify these reports represent the pro forma estimates, e.g. excludes the 10% overriding
royalty interest not acquired in the amended transaction. Refer to the disclosure
requirements in Item 1202(a)(8) of Regulation S-K and FASB ASC 932-235-50-10 and
50-36.
15.Please modify the pro forma presentations of the estimated net quantities of oil and gas
reserves (page 97), the standardized measure of discounted future net cash flows (page
98), and the changes in standardized measure (page 98) to reconcile the original
transaction estimates for the historical HNR Acquisition Corporation and Pogo Resources,
LLC to the current amended transaction estimates (reduced by the 10% overriding royalty
interest) for Pogo Resources, LLC and the resulting Pro Forma Combined estimates.
16.The pro forma summary of changes in estimated proved reserves includes "revisions of
previous estimates" which references footnote (1); however, footnote (1) and its
accompanying explanation are not provided. Please revise your disclosure to provide the
referenced footnote to identify and quantify each individual factor that contributed to the
overall change in the line item. If two or more unrelated factors are combined to arrive at
the overall change, your revised disclosure should separately identify and quantify each
factor, including offsetting factors, so the change in net reserve quantities between periods
is fully explained. Refer to the disclosure requirements in FASB ASC 932-235-50-5.
Background of the Purchase, page 114
17.Please substantially expand your disclosure to discuss the negotiation of key aspects of the
proposed transaction, including the "Up-C" structure, A&R MIPA, Option Agreement,
Backstop Agreement, the Escrow Agreement, Board Designation Agreement and PIPE
Investment. Your discussion should include the underlying reasons for the negotiation of
such structure and agreements, and identify the individuals that participated in any
negotiation and the material terms negotiated. For example, clarify how the parties
determined the type and amount of consideration and the rational for reducing the
purchase price from $120 million in the Original MIPA to $90 million in the A&R MIPA
and the rationale for receiving an updated opinion from RSI & Associates.
Fairness Opinion of RSI & Associates, Inc., page 123
18.We note RSI & Associates, Inc. has updated their fairness opinion. Please clarify whether
HNRA paid an additional fee for the revised opinion. In this regard we note
your disclosure regarding the aggregate fee of $54,210 is unchanged in this amendment.
Proposal No. 3 - The NYSE American Proposal, page 137
19.We note that Proposal No. 3 does not include the 2,000,000 OpCo Class B Units that
comprise a portion of the Aggregate Consideration for the Target Interests.  Please advise
or revise.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 September 22, 2023 Page 5
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
September 22, 2023
Page 5
Information About Pogo
Crude Oil and Natural Gas Data, page 145
20.Please file the reserves reports prepared by William M. Cobb & Associates including the
10% overriding royalty interests as of December 31, 2021 and 2022 (updated March 23,
2023) consistent with the estimate presented on pages 147, 148, F-64, F-66 and F-67 and
list these reports in the Table of Contents. Also, expand the discussion on pages 145, 146,
148, and F-64 to identify the reports shown in the Table of Contents and clarify that the
estimates of proved oil and gas and discounted future net cash flows represent Pogo
Resource, LLC total interests including the 10% overriding royalty interests not acquired
by HNR Acquisition Corporation in the transaction. Refer to the disclosure requirements
in Item 1202(a)(8) of Regulation S-K and FASB ASC 932-235-50-10 and 50-36.
Beneficial Ownership of Securities, page 211
21.Please revise your beneficial ownership table to include the beneficial interest in voting
securities held by HNRAC Sponsors LLC. In that regard, we note your tabular disclosure
on page 33 states that all 2,501,250 of the Founders Shares are owned by the Sponsor and
its transferees.  Please also revise your disclosure to identify the natural person or persons
who have voting and/or investment control of the shares held by Pogo Royalty, LLC and
advise why you have removed Seller from the beneficial ownership table. Refer to Item
403 of Regulation S-K and Exchange Act Rule 13d-3.
Where You Can Find More Information, page 216
22.Please incorporate by reference your current reports on Form 8-K filed August 30, 2023
and September 13, 2023.
Annex, page A-1
23.Please file a complete copy of the A&R MIPA at Annex A, including all exhibits.
General
24.We note your disclosure that in connection with the transactions contemplated by the
MIPA, you may complete the Preferred Stock PIPE Investment.  Please update your
disclosure to discuss the current status of the Preferred Stock PIPE Investment.  In that
regard, we note your disclosure on page 20 and risk factor disclosure on page 74 indicates
that you may not have sufficient cash to close the Purchase if you are not able to complete
the Preferred Stock PIPE Investment and a substantial number of public stockholders
exercise their redemption rights.  In addition, when known, please disclose if the SPAC
Sponsor, directors, officers or their affiliates will participate in the potential Preferred
Stock PIPE Investment.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 September 22, 2023 Page 6
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
September 22, 2023
Page 6
25.Please provide a summary of the purpose and effect of the Backstop Agreement, including
whether and how certain parties to the business combination or their affiliates may benefit
from the Backstop Agreement.
26.We note the Seller Promissory Note is payable within six-months following the closing of
the transaction contemplated in the MIPA.  Please discuss the impact such Seller
Promissory Note will have on your liquidity and capital resources after the closing of the
purchase.  Also, disclose the source of the funds to be used to make such payments.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer,
at (202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick

CORRESP
1
filename1.htm

HNR Acquisition Corp.

3730 Kirby Drive, Suite 1200

Houston, TX 77098

September 8, 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. 3 to Preliminary Proxy Statement on
    Schedule 14A

    Filed July 10, 2023

    File No. 001-41278

Dear Miss Packebusch:

HNR Acquisition Corp. (the “Company”) confirms
receipt of the letter dated July 20, 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. 4 (“Amendment No. 4”) to the above-referenced filing (as amended by Amendment No. 4, 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:

Unaudited Pro Forma Combined Information, Page 66

    1.
    We note on June 9, 2023 your Sponsor designee deposited $120,000
    into the trust account to extend the period of time in which you must complete an initial business combination from June 15, 2023
    to July 15, 2023. However, your pro forma balance sheet only reflects the extension payment that was deposited on May 11, 2023. Please
    revise your pro forma balance sheet to reflect the deposit made in June as well as any additional deposits the Sponsor designee must
    make to extend the date you must complete the initial

    business combination further.

RESPONSE: In response to the Staff’s comment, the
Company has revised the pro forma balance sheet to include the extension payments paid on July 11, 2023 and August 7, 2023.

    2.
    We note that you do not have sufficient cash to fund the $85 million
    of cash consideration and that Pogo would need to agree to modify the terms of the MIPA to adjust both the cash and share consideration
    if you are unable to secure additional financing. We also note disclosure on page 162 that you are actively pursuing Reserve Based
    Lending (RBL) debt sufficient to complete the purchase under any redemption scenario as well as pursuing sources for private equity
    placements to fill any potential gap in financing for the closing.

    For each of the scenarios depicted in your pro forma financial
    statements, you include a purchase price liability without further pro forma adjustment to reflect viable alternatives for financing.
    Please revise your presentation to include the most likely scenarios for which you concluded that you have viable financing options
    to fund the purchase price liability.

    To the extent you conclude that the sellers would accept additional
    shares to reduce or eliminate the cash consideration, tell us your consideration as to how this may impact the accounting treatment
    for this transaction. That is, would the issuance of additional shares result in the transaction being accounted for as a reverse
    acquisition rather than an acquisition of a business? If the additional shares accepted by the seller would impact your conclusion
    regarding the accounting for the transaction, please include this alternate scenario in your pro forma financial statements.

    To the extent you conclude that the sellers would accept additional
    debt to reduce or eliminate the cash consideration, please include an incremental pro forma adjustment to include the incremental
    debt and associated interest expense. Please disclose the terms of the incremental debt and specify if there are instances where
    the seller would obtain incremental influence or control over the post transaction entity.

    To the extent you conclude that obtaining third party financings
    is a viable alternative to fund the purchase price liability, include pro forma adjustments to depict this additional debt and the
    incremental interest expense. Include details of the expected terms of this debt, including how you determined the appropriate interest
    rate utilized in your calculation of pro forma interest expense.

RESPONSE: In response to the Staff’s comment, the
Company has revised the pro forma balance sheet and statements of operations to reflect the expected pro forma impact of the Amended
and Restated Membership Interest Purchase Agreement executed on August 28, 2023 (the “A&R MIPA”), the expected pro forma
impact of the Debt Commitment Letter with First International Bank & Trust (“FIBT”) executed on August 28, 2023 for a
senior secured term loan financing to become effective at Closing, and the potential sale of preferred equity for cash proceeds in the
event of a maximum redemption scenario.

Notes to Unaudited Pro Forma Combined Financial Statements

6. Supplemental Oil and Gas Reserve Information (Unaudited)

Standardized Measure of Discounted Future Net Cash Flows, page
78

    3.
    We note your revised disclosures in response to prior
    comment 11 and reissue it in part. Please expand the discussion accompanying your presentation of the standardized measure on pages
    78 and F-62 to clarify the future development costs used in the calculation of the standardized measure include abandonment costs
    to comply with FASB ASC 932-235-50-36. Also, please revise the discussion accompanying the presentation of the “Reconciliation
    of Standardized Measure to PV-10” on page 120 to clarify the standardized measure is equivalent to PV-10 after ARO.

RESPONSE: In response to the Staff’s comment,
the Company has updated pages 98 and F-66 of the Proxy Statement to clarify that future development costs include abandonment costs.
In addition, the Company has updated page  147 of the Proxy Statement to clarify that PV-10 after ARO is equivalent to the
standardized measure of discounted future net cash flows as defined under GAAP.

Fairness Opinion of RSI & Associates, Inc., page 99

    4.
    We note your response to prior comment 6. With respect
    to your DFE analysis, please revise to additionally clarify the “various subjective risk characteristics of the industry and
    the subject company” used in such analysis.

RESPONSE: In response to the Staff’s comment, RSI
& Associates, Inc. has updated their fairness opinion to, among other things (including, for example, taking into consideration the
revised terms reflected in the A&R MIPA), clarify the risk factors that RSI & Associates, Inc. took into consideration with respect
to the DFE analysis.

    2

Beneficial Ownership of Securities, page 179

    5.
    We note your response to prior comment 10 and your
    revised disclosure at page 26 that the Sponsor’s investment in the Company consists of 2,501,250 Founder Shares, with certain of
    such Founder Shares having been since transferred to affiliates of your Sponsor. We further note your disclosure at page 22 that
    all 505,000 private placement shares are owned by the Sponsor. Please revise your beneficial ownership table to include the beneficial
    interest in voting securities held the Sponsor and its affiliates. Please also revise your disclosure to identify the natural person
    or persons who have voting and/or investment control of the shares held by HNRAC Sponsors LLC and Seller/CIC Partners. Refer to Item
    403 of Regulation S-K and Exchange Act Rule 13d-3.

RESPONSE: In response to the Staff’s comment, the
Company has updated the disclosure in the beneficial ownership table to include the private placement warrants owned by Sponsor and to
indicate the natural person who has voting control of Sponsor. The Company has also updated the beneficial ownership table to include
disclosure over who has control of the shares to be issued to Seller.

Notes to the Consolidated Financial Statements

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

Standardized Measure of Discounted Future Net Cash Flows, page
F-62

    6.
    The figures for the future net cash flows and the standardized
    measure of discounted future net cash flows appear to be inconsistent with the calculation of these figures using the future cash
    inflows less the future production and development costs as presented for the year ended December 31, 2021. Please revise your disclosure
    to correct the inconsistency or tell us why a revision in not needed.

RESPONSE: In response to the Staff’s comment, the
Company has revised page F-66 of the Proxy Statement to correct these inconsistencies.

General

    7.
    We note your response to prior comment 13 and will
    continue to consider your disclosure in these regards

RESPONSE: The Proxy Statement has been updated throughout to reflect
the execution of the A&R MIPA and the Debt Commitment Letter with FIBT, each of which were executed on August 28, 2023, as disclosed
by the Company on Form 8-K on August 30, 2023. Although many of the terms remained the same in the A&R MIPA, a change was made to
the structure of the transaction whereby the Company will use an “Up-C” structure to purchase the interests of Pogo. In addition
to updates to the Proxy Statement to address the Staff’s questions, we have also updated the Proxy Statement for the A&R MIPA
(which includes the implementation of the “Up-C” structure,” which has been used in a recent SPAC deal (see the Proxy
Statement filed by CENAQ Energy Corp. on Schedule 14A on November 11, 2022) for which we used as a guide), the Debt Commitment Letter
with FIBT, and updated quarterly financial statements.

We greatly appreciate the Staff’s patience
with this file. The Company is hopeful that it can clear comments by September 29, 2023, so that the Company may hold a stockholder meeting
by mid-October. We trust that this response satisfactorily responds to your request. Should you require further information, please contact
our legal counsel Matthew Ogurick at (212) 326-0243, and we welcome a conference call to discuss further.

    Very truly yours,

    /s/
    Donald H. Goree

    Name:
    Donald H. Goree

    Title:
    Chief Executive Officer

    cc: Matthew Ogurick

3

United States securities and exchange commission logo
July 20, 2023
Diego Rojas
Chief Executive Officer
HNR Acquisition Corp
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A
Filed July 10, 2023
File No. 001-41278
Dear Diego Rojas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A
Unaudited Pro Forma Combined Information, page 66
1.We note on June 9, 2023 your Sponsor designee deposited $120,000 into the trust
account to extend the period of time in which you must complete an initial business
combination from June 15, 2023 to July 15, 2023.  However, your pro forma balance sheet
only reflects the extension payment that was deposited on May 11, 2023.  Please revise
your pro forma balance sheet to reflect the deposit made in June as well as any additional
deposits the Sponsor designee must make to extend the date you must complete the initial
business combination further.
2.We note that you do not have sufficient cash to fund the $85 million of cash consideration
and that Pogo would need to agree to modify the terms of the MIPA to adjust both the
cash and share consideration if you are unable to secure additional financing.  We also
note disclosure on page 162 that you are actively pursuing Reserve Based Lending (RBL)

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 July 20, 2023 Page 2
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
July 20, 2023
Page 2
debt sufficient to complete the purchase under any redemption scenario as well as
pursuing sources for private equity placements to fill any potential gap in financing for the
closing.

For each of the scenarios depicted in your pro forma financial statements, you include a
purchase price liability without further pro forma adjustment to reflect viable alternatives
for financing.  Please revise your presentation to include the most likely scenarios for
which you concluded that you have viable financing options to fund the purchase price
liability.

To the extent you conclude that the sellers would accept additional shares to reduce or
eliminate the cash consideration, tell us your consideration as to how this may impact the
accounting treatment for this transaction.  That is, would the issuance of additional shares
result in the transaction being accounted for as a reverse acquisition rather than an
acquisition of a business?  If the additional shares accepted by the seller would impact
your conclusion regarding the accounting for the transaction, please include this alternate
scenario in your pro forma financial statements.

To the extent you conclude that the sellers would accept additional debt to reduce or
eliminate the cash consideration, please include an incremental pro forma adjustment to
include the incremental debt and associated interest expense.  Please disclose the terms of
the incremental debt and specify if there are instances where the seller would obtain
incremental influence or control over the post transaction entity.

To the extent you conclude that obtaining third party financings is a viable alternative to
fund the purchase price liability, include pro forma adjustments to depict this additional
debt and the incremental interest expense.  Include details of the expected terms of this
debt, including how you determined the appropriate interest rate utilized in your
calculation of pro forma interest expense.
Notes to Unaudited Pro Forma Combined Financial Statements
6. Supplemental Oil and Gas Reserve Information (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows, page 78
3.We note your revised disclosures in response to prior comment 11 and reissue it in part.
Please expand the discussion accompanying your presentation of the standardized
measure on pages 78 and F-62 to clarify the future development costs used in the
calculation of the standardized measure include abandonment costs to comply with FASB
ASC 932-235-50-36. Also, please revise the discussion accompanying the presentation of
the "Reconciliation of Standardized Measure to PV-10" on page 120 to clarify the
standardized measure is equivalent to PV-10 after ARO.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 July 20, 2023 Page 3
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
July 20, 2023
Page 3
Fairness Opinion of RSI & Associates, Inc., page 99
4.We note your response to prior comment 6. With respect to your DFE analysis, please
revise to additionally clarify the "various subjective risk characteristics of the industry and
the subject company" used in such analysis.
Beneficial Ownership of Securities, page 179
5.We note your response to prior comment 10 and your revised disclosure at page 26 that
the Sponsor's investment in the Company consists of 2,501,250 Founder Shares, with
certain of such Founder Shares having been since transferred to affiliates of your Sponsor.
We further note your disclosure at page 22 that all 505,000 private placement shares are
owned by the Sponsor. Please revise your beneficial ownership table to include the
beneficial interest in voting securities held the Sponsor and its affiliates. Please also revise
your disclosure to identify the natural person or persons who have voting and/or
investment control of the shares held by HNRAC Sponsors LLC and Seller/CIC Partners.
Refer to Item 403 of Regulation S-K and Exchange Act Rule 13d-3.
Notes to the Consolidated Financial Statements
Note 12. Supplemental Disclosure of Oil and Natural Gas Operations (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows, page F-62
6.The figures for the future net cash flows and the standardized measure of discounted
future net cash flows appear to be inconsistent with the calculation of these figures using
the future cash inflows less the future production and development costs as presented for
the year ended December 31, 2021. Please revise your disclosure to correct the
inconsistency or tell us why a revision in not needed.
General
7.We note your response to prior comment 13 and will continue to consider your disclosure
in these regards.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 July 20, 2023 Page 4
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
July 20, 2023
Page 4
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer,
at (202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick

CORRESP
1
filename1.htm

HNR Acquisition Corp.

3730 Kirby Drive, Suite
1200

Houston, TX 77098

July 10, 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. 2 to Preliminary Proxy Statement on
    Schedule 14A

    Filed June 16, 2023

    File No. 001-41278

Dear Miss Packebusch:

HNR Acquisition Corp. (the “Company”)
confirms receipt of the letter dated June 28, 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. 3”) to the above-referenced filing (as amended by Amendment No. 3, 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:

Questions and Answers About the Purchase and
Special Meeting

Q: What happens if the Purchase is not consummated?,
page 12

    1.
    Please revise your disclosure
    to clarify that the MIPA may currently be terminated by the Seller.

RESPONSE: In response to the Staff’s
comment, the Company has revised the answer to “What happens if the Purchase is not consummated?” to clarify that the MIPA
may currently be terminated and that it is unlikely that an initial combination will be timely completed if the MIPA is terminated.

Q: Under what circumstances may the MIPA be terminated?,
page 16

    2.
    Please expand your disclosure
    to discuss that the MIPA may currently be terminated and that following the redemption of the public shares that occurred as a result
    of the special meeting of the stockholders of HNRA on May 11, 2023, you no longer have sufficient funds within the Trust account
    to complete the business combination without securing additional financing to pay the cash consideration under the current terms
    of the MIPA.

RESPONSE: In response to the Staff’s
comment, the Company has revised the answer to “Under what circumstances may the MIPA be terminated?” to clarify that the
MIPA may currently be terminated and that there are currently not sufficient funds within the Trust Account to consummate the Purchase.

Risk Factors

Unaudited Pro Forma Combined Financial Information

Note 4 – Adjustments to Unaudited Pro Forma Combined Financial
Information, page 74

    3.
    Please revise Note (D) to include details of all costs
    included in the $4,750,000 adjustment amount to Retained earnings (accumulated deficit).

RESPONSE: In response to the Staff’s comment, the
Company has revised Note (D) accordingly to reflect the impact of closing costs to accumulated deficit.

    4.
    Please revise Note (O) to provide details of the $345,833
    adjustment to General and administrative expense for the three months ended March 31, 2023 as your current disclosure is duplicative
    with Note (U) which explains the $2,883,333 adjustment to General and administrative expense for the fiscal year ended December 31,
    2022.

RESPONSE: In response to the Staff’s comment, the
Company has revised Note (O) accordingly to reflect the impact for the three months ended March 31, 2023 for these adjustments.

Proposal No. 1 – The Purchase Proposal

HNRA’s Board’s Reasons for the Approval of the Purchase,
Page 95

    5.
    The disclosure on page 96 indicates the purchase price
    of $493 million excludes an additional $293 million for “development” reserves. The disclosure also refers to a subsequent
    Cobb report that appears to include $126.4 million out of a total asset value of $519.8 million for certain Seven Rivers PUD waterflood
    reserves.

Please expand your disclosure to explain in greater detail
what comprises the additional $293 million for “development” reserves and how this figure and the $493 million purchase price
relates to the total asset value of approximately $519.8 million as of December 31, 2022.

RESPONSE: In response to the Staff’s comment, the
Company has added revised disclosure on page 96 of the Proxy Statement to include a detailed breakdown of the reserves of approximately
$493 million under the September 30, 2022 Cobb Report and the approximately $519.8 million of reserves under the December 31, 2022 Cobb
Report, which is attached as Annex E.

Fairness Opinion of RSI & Associates, Inc., page 99

    6.
    We note your response to prior comment 9 and reissue
    it in part. Please revise to discuss in greater detail each of the material analysis conducted by RSI & Associates and provide
    support for the ultimate conclusions reached in each analysis. For example, please provide qualitative and quantitative disclosure
    supporting the determination that the value estimate for Pogo using DFE was significantly higher than the proposed offering and that
    the value estimates of price to earnings exceeded the proposed offering while price to revenue fell within an acceptable range of
    value.

RESPONSE: In response to the Staff’s comment, RSI
& Associates has updated their opinion attached to the Proxy Statement as Annex C.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations of  Pogo, page 134

    7.
    We note to comply with Rule
    8-08 of Regulation S-X you have updated the financial statements for both HNRA and Pogo in the preliminary proxy to include unaudited
    interim financial statements for the three months ended March 31, 2023 and 2022 as well as you have updated the related management’s
    discussion and analysis (MD&A) sections to include this interim period financial information. However, you have removed MD&A
    pertaining to Pogo’s audited financial statements for the fiscal years ended December 31, 2022 and 2021. MD&A must cover
    the financial statement periods included in the filing. Please refer to the instructions to paragraph (b) of Item 303 of Regulation
    S-K and reinsert Pogo’s MD&A information that encompasses these two most recently completed fiscal years.

RESPONSE: In response to the Staff’s
comment, the Company has added disclosure on pages 134, 135-136, and 139-146 of the Proxy Statement.

    2

Liquidity and Capital Resources, page 138

    8.
    Please disclose details of
    the agreement Pogo entered into with its banking institution on June 2, 2023 in which we understand the borrowing base was lowered
    and the hedge transaction requirement was waived.

RESPONSE: In response to the Staff’s comment, the
Company has revised page F-73 regarding disclosure of the amendment between Pogo and its banking institution.

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

Liquidity and Capital Resources and Going Concern, page 156

    9.
    We note following the redemption
    of the public shares that occurred as a result of the special meeting of the stockholders of HNRA on May 11, 2023, you no longer
    have sufficient funds within the Trust account to complete the business combination without securing additional financing to pay
    the cash consideration under the current terms of the MIPA under any of the scenarios presented. Please include a discussion of this
    liquidity issue and detail the actions being taken to secure additional financing to complete the business combination. Refer to
    Item 303(b)(1)(i) of Regulation S-K.

RESPONSE: In response to the Staff’s comment, the
Company has revised page 162 of the Proxy Statement to include disclosure regarding the Company’s plan to secure additional funding.
As noted in the response to Comment 13 below, the Company is still negotiating potential sources of funding, and once they become ripe
for disclosure, the Company will be update the Proxy Statement.

Beneficial Ownership of Securities, page 173

    10.
    We note your revised disclosure
    in response to prior comment 16 and reissue it in part. Please revise your beneficial ownership table to disclose your Sponsor’s
    current beneficial interest in voting securities as well as the expected beneficial ownership following the purchase under both the
    no redemption and maximum redemption scenarios. In that regard, we note your disclosure on page 22 and elsewhere that your Sponsor
    is the beneficial owner of 3,006,250 shares of SPAC Common Stock. In addition, please expand your beneficial ownership table to quantify
    the number of shares beneficially owned by each beneficial owner following the Purchase under both the no redemption and maximum
    redemption scenarios.

RESPONSE: In response to the
Staff’s comment, we respectfully state that 3,006,250 is the amount of stock beneficially owned by the SPAC Stockholders,
which includes shares currently held by Sponsor and shares held by Sponsor’s transferees. The Sponsor is the beneficial owner of only 122,656 shares. The Company has
otherwise updated the beneficial ownership table in the Proxy Statement to include the number of shares owned both the no redemption
and maximum redemption scenarios.

    3

Note 12. Supplemental Disclosure of Oil and Natural Gas Operations
(Unaudited) Standardized Measure of Discounted Future Net Cash Flows, page F-62

    11.
    The disclosure on pages 50 and 130 indicates the activities and
    related costs associated with your asset retirement obligations are not discretionary and must be incurred to comply with federal,
    state and local laws and regulations governing the plugging and abandonment of wells, closure or decommissioning of production facilities
    and pipelines, and site restoration. As noted in prior comment 18, each individual line item and the related components within a
    line item specific to the calculation of the standardized

    measure are required pursuant to FASB ASC 932-235-50-31 parts
    a through f. Therefore, omitting your asset retirement costs is inconsistent with the required disclosure in FASB ASC 932.

    The FASB definition of “Discounted Future Net Cash Flows
    Related to Proved Oil and Gas Reserves” notes that future cash flows related to the settlement of an asset retirement obligation
    are included in the disclosure. Furthermore, the references to FASB ASC 932-235-50-30, 50-31, and 55-6 under Amendments to the XBRL
    Taxonomy in the Accounting Standards Update, Extractive Activities-Oil and Gas (Topic 932) do not specify that selected costs may
    be excluded in the calculation based on a preconditioned

    outcome or impact based on materiality. Accordingly, we are not
    in agreement with the conclusion set forth in your response and reissue our prior comment.

    Please restate your presentation of the standardized measure for
    each period to include the undiscounted costs for dismantlement, restoration, and abandonment of the existing wells (including both
    active and inactive wells on leases) and future proved undeveloped locations, net of estimated residual salvage values, as part of
    the line item for future development costs and expand your discussion to clarify such costs are included to comply with FASB ASC
    932-235-50-36.

    This comment also applies to the comparable disclosure in the
    reserve reports included as Annex D and E, respectively. To the extent that these costs are intentionally omitted in the referenced
    reserve reports, the disclosure in each report under the section “Professional Guidelines” should be revised to clarify
    that the estimates conform to the FASB Accounting Standards Codification Topic 932 with the exception for the exclusion of future
    income taxes and property abandonment costs. Alternatively, revise each report to include these costs and modify the related discussion
    under the section “Property Abandonment.

RESPONSE: In response to the Staff’s comment, the
Company has revised its disclosure on pages 79, 120, and F-63 of the Proxy Statement, and on Appendix D and Appendix E to the Proxy Statement.

General

    12.
    We note that EF Hutton was
    an underwriter for the initial public offering of HNRA. Please tell us, with a view to disclosure, whether you have received notice,
    or any other indication, from EF Hutton or any other firm engaged in connection with your initial public offering that it will cease
    involvement in your transaction and how that may impact your deal or the deferred underwriting compensation owed for HNRA’s
    initial public offering.

RESPONSE: In response to the Staff’s comment, the
Company advises the Staff that it has not received any notice, or any other indication, from EF Hutton that EF Hutton will cease involvement
with the Company or the Purchase. EF Hutton has been actively involved in assisting the Company with closing the Purchase. Accordingly,
we anticipate honoring the deferred underwriting compensation owed for the Company’s initial public offering. The Company has also
included disclosure regarding this on page 95 of the Proxy Statement.

    4

    13.
    Please update your disclosure
    to discuss the current status of the expected amendment to the MIPA and debt financing. In that regard, we note you disclose that
    the Company is negotiating an amendment to the MIPA to adjust the Cash Consideration and increase the Seller Promissory Note amount
    issued to the Sellers by up to $10 million in the event of redemptions. We also note you disclose that you are currently negotiating
    term sheets for a debt financing and that you believe at least one offer will be documented as a written commitment by June 30, 2023.

RESPONSE: In response to the Staff’s comment, the
Company has revised pages 13, 16-17, 20, 61-62, and 91 to provide an update on a potential amendments to the MIPA for the Outside Date
and updates on additional funding. The Company has not yet executed an amendment to the MIPA or received any written commitment for additional
financing. The Company will update the Proxy Statement when such updates can be made.

We trust that this response satisfactorily responds
to your request. Should you require further information, please contact our legal counsel Matthew Ogurick at (212) 326-0243.

    Very truly yours,

    /s/
    Donald H. Goree

    Name:
    Donald H. Goree

    Title:
    Chief Executive Officer

    cc: Matthew Ogurick

5

United States securities and exchange commission logo
June 28, 2023
Diego Rojas
Chief Executive Officer
HNR Acquisition Corp
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed June 16, 2023
File No. 001-41278
Dear Diego Rojas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Questions and Answers About the Purchase and Special Meeting
Q: What happens if the Purchase is not consummated?, page 12
1.Please revise your disclosure to clarify that the MIPA may currently be terminated by the
Seller.
Q: Under what circumstances may the MIPA be terminated?, page 16
2.Please expand your disclosure to discuss that the MIPA may currently be terminated and
that following the redemption of the public shares that occurred as a result of the special
meeting of the stockholders of HNRA on May 11, 2023, you no longer have sufficient
funds within the Trust account to complete the business combination without securing
additional financing to pay the cash consideration under the current terms of the MIPA.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 June 28, 2023 Page 2
 FirstName LastNameDiego Rojas
HNR Acquisition Corp
June 28, 2023
Page 2
Unaudited Pro Forma Combined Financial Information
Note 4 - Adjustments to Unaudited Pro Forma Combined Financial Information, page 74
3.Please revise Note (D) to include details of all costs included in the $4,750,000 adjustment
amount to Retained earnings (accumulated deficit).
4.Please revise Note (O) to provide details of the $345,833 adjustment to General and
administrative expense for the three months ended March 31, 2023 as your current
disclosure is duplicative with Note (U) which explains the $2,883,333 adjustment to
General and administrative expense for the fiscal year ended December 31, 2022.
Proposal No. 1-The Purchase Proposal
HNRA's Board's Reasons for the Approval of the Purchase, page 95
5.The disclosure on page 96 indicates the purchase price of $493 million excludes an
additional $293 million for “development” reserves. The disclosure also refers to a
subsequent Cobb report that appears to include $126.4 million out of a total asset value of
$519.8 million for certain Seven Rivers PUD waterflood reserves.

Please expand your disclosure to explain in greater detail what comprises the additional
$293 million for “development” reserves and how this figure and the $493 million
purchase price relates to the total asset value of approximately $519.8 million as of
December 31, 2022.
Fairness Opinion of RSI & Associates, Inc., page 99
6.We note your response to prior comment 9 and reissue it in part. Please revise to discuss
in greater detail each of the material analysis conducted by RSI & Associates and provide
support for the ultimate conclusions reached in each analysis. For example, please provide
qualitative and quantitative disclosure supporting the determination that the value estimate
for Pogo using DFE was significantly higher than the proposed offering and that the value
estimates of price to earnings exceeded the proposed offering while price to revenue fell
within an acceptable range of value.

Management's Discussion and Analysis of Financial Condition and Results of Operations of
Pogo, page 134
7.We note to comply with Rule 8-08 of Regulation S-X you have updated the financial
statements for both HNRA and Pogo in the preliminary proxy to include unaudited interim
financial statements for the three months ended March 31, 2023 and 2022 as well as you
have updated the related management’s discussion and analysis (MD&A) sections to
include this interim period financial information.  However, you have removed MD&A
pertaining to Pogo’s audited financial statements for the fiscal years ended December 31,
2022 and 2021.  MD&A must cover the financial statement periods included in the filing.
Please refer to the instructions to paragraph (b) of Item 303 of Regulation S-K and reinsert

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 June 28, 2023 Page 3
 FirstName LastNameDiego Rojas
HNR Acquisition Corp
June 28, 2023
Page 3
Pogo’s MD&A information that encompasses these two most recently completed fiscal
years.
Liquidity and Capital Resources, page 138
8.Please disclose details of the agreement Pogo entered into with its banking institution on
June 2, 2023 in which we understand the borrowing base was lowered and the hedge
transaction requirement was waived.

Management's Discussion and Analysis of Financial Condition and Results of Operations of
HNRA
Liquidity and Capital Resources and Going Concern, page 156
9.We note following the redemption of the public shares that occurred as a result of the
special meeting of the stockholders of HNRA on May 11, 2023, you no longer have
sufficient funds within the Trust account to complete the business combination without
securing additional financing to pay the cash consideration under the current terms of the
MIPA under any of the scenarios presented.  Please include a discussion of this liquidity
issue and detail the actions being taken to secure additional financing to complete the
business combination.  Refer to Item 303(b)(1)(i) of Regulation S-K.
Beneficial Ownership of Securities, page 173
10.We note your revised disclosure in response to prior comment 16 and reissue it in part.
Please revise your beneficial ownership table to disclose your Sponsor's current beneficial
interest in voting securities as well as the expected beneficial ownership following the
purchase under both the no redemption and maximum redemption scenarios.  In that
regard, we note your disclosure on page 22 and elsewhere that your Sponsor is the
beneficial owner of 3,006,250 shares of SPAC Common Stock.  In addition, please
expand your beneficial ownership table to quantify the number of shares beneficially
owned by each beneficial owner following the Purchase under both the no redemption and
maximum redemption scenarios.
Note 12. Supplemental Disclosure of Oil and Natural Gas Operations (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows, page F-62
11.The disclosure on pages 50 and 130 indicates the activities and related costs associated
with your asset retirement obligations are not discretionary and must be incurred to
comply with federal, state and local laws and regulations governing the plugging and
abandonment of wells, closure or decommissioning of production facilities and pipelines,
and site restoration. As noted in prior comment 18, each individual line item and
the related components within a line item specific to the calculation of the standardized
measure are required pursuant to FASB ASC 932-235-50-31 parts a through f. Therefore,
omitting your asset retirement costs is inconsistent with the required disclosure in FASB

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 June 28, 2023 Page 4
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
June 28, 2023
Page 4
ASC 932.

The FASB definition of “Discounted Future Net Cash Flows Related to Proved Oil and
Gas Reserves” notes that future cash flows related to the settlement of an asset retirement
obligation are included in the disclosure. Furthermore, the references to FASB ASC 932-
235-50-30, 50-31, and 55-6 under Amendments to the XBRL Taxonomy in the
Accounting Standards Update, Extractive Activities-Oil and Gas (Topic 932) do not
specify that selected costs may be excluded in the calculation based on a preconditioned
outcome or impact based on materiality. Accordingly, we are not in agreement with the
conclusion set forth in your response and reissue our prior comment.

Please restate your presentation of the standardized measure for each period to include the
undiscounted costs for dismantlement, restoration, and abandonment of the existing wells
(including both active and inactive wells on leases) and future proved undeveloped
locations, net of estimated residual salvage values, as part of the line item for future
development costs and expand your discussion to clarify such costs are included to
comply with FASB ASC 932-235-50-36.

This comment also applies to the comparable disclosure in the reserve reports included as
Annex D and E, respectively. To the extent that these costs are intentionally omitted in the
referenced reserve reports, the disclosure in each report under the section “Professional
Guidelines” should be revised to clarify that the estimates conform to the FASB
Accounting Standards Codification Topic 932 with the exception for the exclusion of
future income taxes and property abandonment costs. Alternatively, revise each report to
include these costs and modify the related discussion under the section “Property
Abandonment.”
General
12.We note that EF Hutton was an underwriter for the initial public offering of HNRA.
Please tell us, with a view to disclosure, whether you have received notice, or any other
indication, from EF Hutton or any other firm engaged in connection with your initial
public offering that it will cease involvement in your transaction and how that may impact
your deal or the deferred underwriting compensation owed for HNRA’s initial public
offering.
13.Please update your disclosure to discuss the current status of the expected amendment to
the MIPA and debt financing.  In that regard, we note you disclose that the Company is
negotiating an amendment to the MIPA to adjust the Cash Consideration and increase the
Seller Promissory Note amount issued to the Sellers by up to $10 million in the event of
redemptions.  We also note you disclose that you are currently negotiating term sheets for
a debt financing and that you believe at least one offer will be documented as a written
commitment by June 30, 2023.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp
 June 28, 2023 Page 5
 FirstName LastName
Diego Rojas
HNR Acquisition Corp
June 28, 2023
Page 5
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer,
at (202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew Ogurick

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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.

    2

 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.

    3

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.

    4

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

United States securities and exchange commission logo
May 26, 2023
Donald Goree
Chief Executive Officer
HNR Acquisition Corp.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 31, 2023
File No. 001-41278
Dear Donald Goree:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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HNR Acquisition Corp.

3730 Kirby Drive, Suite 1200

Houston, TX 77098

May 24, 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

    Re:
    HNR Acquisition Corp.

    Form 10-K for the Fiscal Year ended December 31, 2022

    Filed March 31, 2023

    File No. 001-41278

Dear Ms. Gallagher:

HNR Acquisition Corp. (the “Company”) confirms receipt
of the letter dated May 10, 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:

Form 10-K for the Fiscal Year ended December 31, 2022

Exhibit 31.1, page 70

    1.
    We note that your certification does not include paragraph 4(b) after the end of the transition period that allows for this omission. In addition, the introductory language in paragraph 4 does not refer to internal control over financial reporting. Please amend the Form 10-K to provide a revised certification; you may file an abbreviated amendment that consists of a cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certification. Refer to Rule 13a-14(a) of the Exchange Act and Item 601(b)(31) of Regulation S-K.

RESPONSE: In response to the Staff’s comment, the
Company has filed an exhibit-only amendment to the Form 10-K with a revised Exhibit 31.1.

We trust that this response satisfactorily responds
to your request. Should you require further information, please contact our legal counsel Matthew Ogurick at (212) 326-0243.

    Very truly yours,

    /s/ Donald Goree

    Donald Goree

    Chief Executive Officer

    cc: Matthew Ogurick

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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

United States securities and exchange commission logo
May 10, 2023
Donald Goree
Chief Executive Officer
HNR Acquisition Corp.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 31, 2023
File No. 001-41278
Dear Donald Goree:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Exhibit 31.1, page 70
1.We note that your certification does not include paragraph 4(b) after the end of the
transition period that allows for this omission. In addition, the introductory language in
paragraph 4 does not refer to internal control over financial reporting.

Please amend the Form 10-K to provide a revised certification; you may file an
abbreviated amendment that consists of a cover page, explanatory note, signature page
and paragraphs 1, 2, 4 and 5 of the certification.

Refer to Rule 13a-14(a) of the Exchange Act and Item 601(b)(31) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameDonald Goree
 Comapany NameHNR Acquisition Corp.
 May 10, 2023 Page 2
 FirstName LastName
Donald Goree
HNR Acquisition Corp.
May 10, 2023
Page 2

            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or John
Cannarella, Staff Accountant, at (202) 551-3337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
March 13, 2023
Diego Rojas
Chief Executive Officer
HNR Acquisition Corp.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
Re:HNR Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 14, 2023
File No. 001-41278
Dear Diego Rojas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed February 14, 2023
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.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp.
 March 13, 2023 Page 2
 FirstName LastNameDiego Rojas
HNR Acquisition Corp.
March 13, 2023
Page 2
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.
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.
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.
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.
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

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 Comapany NameHNR Acquisition Corp.
 March 13, 2023 Page 3
 FirstName LastNameDiego Rojas
HNR Acquisition Corp.
March 13, 2023
Page 3
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.
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.
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.
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.
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.
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.
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.

 FirstName LastNameDiego Rojas
 Comapany NameHNR Acquisition Corp.
 March 13, 2023 Page 4
 FirstName LastNameDiego Rojas
HNR Acquisition Corp.
March 13, 2023
Page 4
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.
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.
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.
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.
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

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 March 13, 2023 Page 5
 FirstName LastNameDiego Rojas
HNR Acquisition Corp.
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Page 5
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 counter-proposals and the SPAC Stockholder Support Agreement.
HNRA's Board's Reasons for the Approval of the Purchase, page 80
18.The current disclosure appears conclusory in nature.  Please revise to clarify the reasons
for approval of the business combination and disclose any potentially negative factors the
board considered prior to approving the purchase.
Fairness Opinion of RSI & Associates, Inc., page 83
19.We note the fairness opinion at Annex C states that RSI & Associates, Inc. reviewed,
considered and relied upon Financial Projections prepared by HNRA for periods ending
2023-2025. Please revise to disclose such projections and qualitatively and quantitatively
describe all material assumptions underlying such projections. Refer to Item 1015(b)(6) of
Regulation M-A.
20.Please expand your disclosure to discuss in greater detail the analysis conducted by RSI
& Associates, Inc. in determining that the purchase price is fair. For example, we note
your disclosure that RSI & Associates, Inc. considered other similar transactions that also
focus on PDP PV-10% proved reserves. Please revise to describe such transactions.
21.Please revise to disclose the fee paid to RSI & Associates, Inc. for delivery of the fairness
opinion.
Information About Pogo
Pogo's Working Interests in Grayburg-Jackson Field, page 96
22.Disclosure on page 97, as of September 30, 2022, states the estimated total proved
reserves of 18,169 MBoe were 84% oil and 16% natural gas. These percentages appear to
be inconsistent with the figures of 17,531 MBbls of oil (96% of the total reserves) and
3,825 MMcf (4% of the total reserves) disclosed on page 101. Please revise your
disclosure to correct the inconsistency or tell us why a revision is not needed.
Summary of Reserves
PUDs, page 102
23.Please expand your disclosure to provide the material changes in proved undeveloped
reserves that occurred during year ended December 31, 2021. Your disclosure should
clearly identify the source of each change, e.g. revisions, improved recovery, extensions
and discoveries, transfers to proved developed, sales and acquisitions, and to include an
explanation relating to each of the items you identify. If two or more unrelated factors are
combined to arrive at the overall change for an item, you should separately identify and

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quantify each material factor so that the change in net reserve quantities between periods
is fully explained.

The disclosure of revisions in previous estimates of your proved undeveloped reserves in
particular should identify the changes associated with individual factors, such as changes
caused by commodity prices, costs, interest adjustments, well performance, unsuccessful
and/or uneconomic proved undeveloped locations, or the removal of proved undeveloped
locations due to changes in a previously adopted development plan. Refer to the
disclosure requirements in Item 1203 of Regulation S-K.

This comment also applies to the narrative explanations of the significant changes that
occurred in the total net proved reserves provided on page F-56 for each line item shown
in the reconciliation, other than production, and for each of the periods presented. Refer to
FASB ASC 932-235-50-5.
24.We note that you did not convert any of the proved undeveloped reserves disclosed as of
December 31, 2021 to developed reserves during the nine months ended September 31,
2022. Please expand your disclosure to discuss the progress made, including the capital
expenditures incurred to convert your proved undeveloped reserves during the year, and
any factors that impacted or otherwise limited your progress in the conversion of your
proved undeveloped reserves to developed status. This comment also applies, as
appropriate, to your expanded disclosure of the changes that occurred as of the end of the
most recent year-end, for the twelve months ended December 31, 2021. Refer to the
disclosure requirements in Item 1203(c) of Regulation S-K.
25.Please refer to Rule 4-10(a)(31)(ii) of Regulation S-X and question 131.04 in the
Compliance and Disclosure Interpretations (C&DIs) regarding Oil and Gas Rules and
expand your disclosure to clarify that all of the proved undeveloped reserves as of
December 31, 2021 are part of a development plan adopted by management including
approval by the Board, if such approval is required.

To the extent that there are material amounts of proved undeveloped reserves that will not
be converted to proved developed status within five years of initial disclosure as proved
reserves, please expand your disclosure to explain the reasons for the delay. Refer to It