UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41278

HNR ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Delaware		85-4359124
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3730 Kirby Drive, Suite 1200
Houston, TX		77098
(Address of principal executive offices)		(Zip Code)

(713) 834.1145

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	HNRA	NYSE American LLC
Warrants, each whole warrant exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per whole share	HNRAW	NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of August 15, 2024, 5,587,009 shares of Class A Common Stock, par value $0.0001 per share, and 1,800,000 share of Class B Common Stock, par value $0.0001 per share, were issued and outstanding.

HNR ACQUISITION CORP

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	44
Item 4.	Controls and Procedures	44
Part II. Other Information		46
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
Part III. Signatures		48

Part I. Financial Information

Item 1. Financial Statements

HNR ACQUISITION CORP

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
Cash	$	3,063,748		$	3,505,454
Accounts receivable
Crude oil and natural gas		2,071,933			2,103,341
Other		5,148			90,163
Short-term derivative instrument asset		-			391,488
Prepaid expenses and other current assets		777,484			722,002
Total current assets		5,918,313			6,812,448
Crude oil and natural gas properties, successful efforts method:
Proved properties		97,331,949			94,189,372
Accumulated depreciation, depletion, amortization and impairment		(1,350,743	)		(352,127	)
Total oil and natural gas properties, net		95,981,206			93,837,245
Other property, plant and equipment, net		20,000			-
Long-term derivative instrument asset		-			76,199
Total assets	$	101,919,519		$	100,725,892

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	8,603,000		$	4,795,208
Accrued liabilities and other		5,913,324			4,422,183
Revenue and royalties payable		1,481,078			461,773
Revenue and royalties payable – related parties		237,532			1,523,138
Deferred underwriting fee payable		1,195,000			1,300,000
Short-term derivative instrument liabilities		946,952			-
Related party notes payable, net of discount		3,672,876			2,359,048
Warrant liability, current portion		5,219,563			-
Current portion of long-term debt		9,782,073			4,157,602
Forward purchase agreement liability		1,419,569			1,094,097
Total current liabilities		38,470,967			20,113,049
Long-term debt, net of current portion and financing costs		30,134,125			37,486,206
Warrant liability		315,130			4,777,971
Deferred tax liability		4,614,086			6,163,140
Asset retirement obligations		977,827			904,297
Long-term derivative instrument liability		267,484			-
Other liabilities		675,000			675,000
Total for non-current liabilities		36,983,652			50,006,614
Total liabilities		75,454,619			70,119,663

Commitments and Contingencies (Note 6)

Stockholders’ equity
Preferred stock, $0.0001 par value; 1,000,000 authorized shares, 0 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		-			-
Class A common stock, $0.0001 par value; 100,000,000 authorized shares, 5,537,009 shares issued and outstanding at June 30, 2024 and December 31, 2023		554			524
Class B common stock, $0.0001 par value; 20,000,000 authorized shares, 1,800,000 shares issued and outstanding at June 30, 2024 and December 31, 2023		180			180
Additional paid-in capital		17,507,794			16,317,856
Accumulated deficit		(24,450,042	)		(19,118,745	)
Total stockholders’ (deficit) equity attributable to HNR Acquisition Corp.		(6,941,514	)		(2,800,185	)
Noncontrolling interest		33,406,414			33,406,414
Total stockholders’ equity		26,464,900			30,606,229
Total liabilities and stockholders’ equity	$	101,919,519		$	100,725,892

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HNR ACQUISITION CORP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024			Three Months Ended June 30, 2023			Six Months Ended June 30, 2023
	Successor						Predecessor
Revenues
Crude oil	$	4,885,959		$	9,857,109		$	6,586,495		$	13,500,743
Natural gas and natural gas liquids		128,084			306,692			204,477			462,642
Gain (loss) on derivative instruments, net		(83,478	)		(2,080,725	)		346,009			763,043
Other revenue		130,230			260,818			147,978			317,721
Total revenues		5,060,795			8,343,894			7,284,959			15,044,149
Expenses
Production taxes, transportation and processing		408,985			837,265			590,842			1,171,861
Lease operating		2,094,181			4,393,699			1,981,362			4,905,164
Depletion, depreciation and amortization		522,542			998,616			441,611			858,992
Accretion of asset retirement obligations		40,526			73,531			267,568			608,634
General and administrative		2,323,662			4,633,486			857,963			2,129,379
Total expenses		5,389,896			10,936,597			4,139,346			9,674,030
Operating income (loss)		(329,101	)		(2,592,703	)		3,145,613			5,370,119
Other Income (expenses)
Change in fair value of warrant liability		277,167			(346,888	)		-			-
Change in fair value of forward purchase agreement liability		23,717			(325,472	)		-			-
Amortization of financing costs		(662,076	)		(1,475,257	)		-			-
Interest expense		(2,030,317	)		(3,890,899	)		(559,846	)		(874,938	)
Interest income		14,257			29,362			88,822			174,251
Gain on extinguishment of liabilities		1,720,000			1,720,000			-			-
Other Income (expense)		783			1,506			2,171			(83,801	)
Total other income (expenses)		(656,469	)		(4,287,648	)		(468,853	)		(784,488	)
Income (loss) before income taxes		(985,570	)		(6,880,351	)		2,676,760			4,585,631
Income tax provision		347,775			1,549,054			-			-
Net income (loss)		(637,795	)		(5,331,297	)		2,676,760			4,585,631
Net income (loss) attributable to noncontrolling interests		-			-			-			-
Net income (loss) attributable to HNR Acquisition Corp.	$	(637,795	)	$	(5,331,297	)	$	2,676,760		$	4,585,631

Weighted average share outstanding, common stock - basic and diluted		5,427,537			5,331,334			-			-
Net income (loss) per share of common stock – basic and diluted	$	(0.12	)	$	(1.00	)	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HNR ACQUISITION CORP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’/OWNERS’ EQUITY (DEFICIT)

(Unaudited)

Predecessor	Owners’ Equity

Balance at December 31, 2022	$	28,504,247
Net income		1,908,871
Balance at March 31, 2023		30,413,118
Net income		2,676,760
Balance at June 30, 2023	$	33,089,878

														Total
														Stockholders’
	Class A				Class B				Additional					(Deficit) Equity Attributable to HNR					Total Stockholders’
	Common Stock				Common Stock				Paid-In		Accumulated			Acquisition			Noncontrolling		(Deficit)
Successor	Shares		Amount		Shares		Amount		Capital		Deficit			Corp.			Interest		Equity

Balance – December 31, 2023		5,235,131	$	524		1,800,000	$	180	$	16,317,856	$	(19,118,745	)	$	(2,800,185	)	$	33,406,414	$	30,606,229

Share-based compensation		-		-		-		-		699,248		-			699,248			-		699,248	)
Net loss		-		-		-		-		-		(4,693,502	)		(4,693,502	)		-		(4,693,502	)
Balance – March 31, 2024		5,235,131		524		1,800,000		180		17,017,104		(23,812,247	)		(6,794,439	)		33,406,414		26,611,975

Share-based compensation		301,878		30		-		-		490,690		-			490,720			-		490,720
Net loss		-		-		-		-		-		(637,795	)		(637,795	)		-		(637,795	)
Balance – June 30, 2024		5,537,009	$	554		1,800,000	$	180	$	17,507,794	$	(24,450,042	)	$	(6,941,514	)	$	33,406,414	$	26,464,900

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HNR ACQUISITION CORP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
	Successor			Predecessor
Operating activities:
Net income (loss)	$	(5,331,297	)	$	4,585,631
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, and amortization expense		998,616			858,992
Accretion of asset retirement obligations		73,531			608,634
Equity-based compensation		1,189,968			-
Deferred income tax benefit		(1,549,054	)		-
Amortization of operating lease right-of-use assets		-			(536	)
Amortization of debt issuance costs		1,474,756			2,224
Gain on extinguishment of liabilities		(1,720,000	)		-
Change in fair value of unsettled derivatives		1,682,123			(1,061,698	)
Change in fair value of warrant liability		346,888			-
Change in fair value of forward purchase agreement		325,472			-
Change in other property, plant, and equipment, net		-			83,004
Changes in operating assets and liabilities:
Accounts receivable		116,423			707,780
Prepaid expenses and other assets		(55,482	)		67,508
Related party note receivable interest income		-			(174,251	)
Accounts payable		1,857,983			(133,994	)
Accrued liabilities and other		1,606,641			(26,622	)
Royalties payable		1,019,305			78,299
Royalties payable – related party		214,394			-
Net cash provided by operating activities		2,250,267			5,594,971
Investing activities:
Development of crude oil and gas properties		(1,192,769	)		(4,360,627	)
Purchases of other equipment		(20,000	)		-
Issuance of related party note receivable		-			(190,997	)
Net cash used in investing activities		(1,212,769	)		(4,551,624	)
Financing activities:
Repayments of long-term debt		(1,891,454	)		(500,000	)
Proceeds from related party notes payable		450,000			-
Repayment of related party notes payable		(37,750	)		-
Net cash used in financing activities		(1,479,204	)		(500,000	)
Net change in cash and cash equivalents		(441,706	)		543,347
Cash and cash equivalents at beginning of period		3,505,454			2,016,315
Cash and cash equivalents at end of period	$	3,063,748		$	2,559,662

Cash paid during the period for:
Interest on debt	$	2,393,838		$	943,002
Income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Debt discount related to warrants issued with Private Notes Payable	$	409,834		$	-
Accrued purchases of property and equipment at period end	$	2,347,526		$	45,087
Amounts included in the measurement of operating lease liabilities	$	-		$	38,902

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

HNR ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Organization and General

HNR Acquisition Corp (the “Company”) was incorporated in Delaware on December 9, 2020. The Company was a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

The registration statement for the Company’s IPO was declared effective on February 10, 2022 (the “Effective Date”). On February 15, 2022, the Company consummated the IPO of 7,500,000 units (the “Units” and, with respect to the common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit. Additionally, the underwriter fully exercised its option to purchase 1,125,000 additional Units. Simultaneously with the closing of the IPO, the Company consummated the sale of 505,000 units (the “Private Placement Units”) at a price of $10.00 per unit generating proceeds of $5,050,000 in a private placement to HNRAC Sponsors, LLC, the Company’s sponsor (the “Sponsor”) and EF Hutton (formerly Kingswood Capital Markets) (“EF Hutton”).

The Sponsor and other parties, purchased, in the aggregate, 505,000 units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement which included a share of common stock and warrant to purchase three quarters of one share of common stock at an exercise price of $11.50 per share, subject to certain adjustments (“Private Placement Warrants” and together, the “Private Placement”) that occurred immediately prior to the Public Offering.

Effective November 15, 2023, the Company completed its business combination as described in Note 3. Through its subsidiary Pogo Resources, LLC, a Texas limited liability Company “(“Pogo” or “Pogo Resources”) and its subsidiary LH Operating, LLC, a Texas limited liability company “(“LHO”), the Company is an independent oil and natural gas company focused on the acquisition, development, exploration, and production of oil and natural gas properties in the Permian Basin. The Permian Basin is located in west Texas and southeastern New Mexico and is characterized by high oil and liquids-rich natural gas content, multiple vertical and horizontal target horizons, extensive production histories, long-lived reserves and historically high drilling success rates. The Company’s properties are in the Grayburg-Jackson Field in Eddy County, New Mexico, which is a sub-area of the Permian Basin. The Company focuses exclusively on vertical development drilling.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

On May 11, 2023, in connection with the stockholder vote for the amendment to the Company’s certificate of incorporation, a total of 4,115,597 Public Shares for an aggregate redemption amount of $43,318,207 were redeemed from the Trust Account by the stockholders of the Company. On November 15, 2023, a total of 3,323,707 Public Shares were redeemed for an aggregate redemption amount of $12,346,791. As a result of these redemptions of common stock, the Company recognized an estimated liability for the excise tax of $474,837, included in Accrued liabilities and other on the Company’s consolidated balance sheet pursuant to the 1% excise tax under the IR Act partially offset by issuance of common stock subsequent to the redemptions. The liability does not impact the consolidated statements of operations and is offset against accumulated deficit.

Going Concern Considerations

At June 30, 2024, the Company had $3,063,748 in cash and a working capital deficit of $32,552,654. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company had positive cash flow from operations of $2,250,267 for the six months ended June 30, 2024 and $8,675,037 for the year ended December 31, 2023, on a pro forma basis of the combined Successor and Predecessor periods. Additionally, management’s plans to alleviate this substantial doubt include improving profitability through streamlining costs, maintaining active hedge positions for its proven reserve production, and the issuance of additional shares of Class A common stock through under the Common Stock Purchase Agreement. The Company has a three-year Common Stock Purchase Agreement with a maximum funding limit of $150,000,000 that can fund the Company operations and production growth, and be used to reduce liabilities of the Company, subject to the Company’s Form S-1 Registration Statement, which was declared effective by the Securities and Exchange Commission (“SEC”) on August 9, 2024.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

On November 15, 2023 (the “Closing Date”), the Company consummated a business combination which resulted in the acquisition of Pogo Resources, LLC, a Texas limited liability Company (“Pogo” or “Pogo Resources”) and its subsidiary LH Operating, LLC, a Texas limited liability company (“LHO”, and collectively, the “Pogo Business”) (the “Acquisition”). The Company was deemed the accounting acquirer in the Acquisition based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations, and the Pogo Business was deemed to be the Predecessor entity. Accordingly, the historical consolidated financial statements of the Pogo Business became the historical financial statements of the Company’s upon consummation of the Acquisition. As a result, the financial statements included in this report reflect (i) the historical operating results of Pogo Business prior to the Acquisition (“Predecessor”) and (ii) the combined results of the companies, including Pogo Business following the closing of the Acquisition (“Successor”). The accompanying financial statements include a Predecessor period, which was the three and six months ended June 30, 2023, and Successor period for the three and six months ended June 30, 2024. As a result of the Acquisition, the results of operations, financial position and cash flows of the Predecessor and Successor may not be directly comparable. A black-line between the Successor and Predecessor periods has been placed in the consolidated financial statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between these two periods as the Acquisition resulted in a new basis of accounting for the Pogo Business. See Note 3 for additional information.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Condensed Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on May 2, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.

Revision of previously issued financial statements

During the preparation of its financial statements for the three months ended June 30, 2024, the Company determined that certain lease operating expenses incurred during the three months ended March 31, 2024 should have been capitalized as oil and gas development costs. The error was determined to not be material to these previously reported numbers, and therefore the previously issued consolidated financial statements are not re-issued. The impact to depletion expense of these adjustments was trivial.

The following tables summarize the changes made to the affected financial statements and results of operations.

	March 31, 2024			Adjustments		March 31, 2024
	As Reported					As Revised
ASSETS
Total current assets	$	6,243,105		$	-	$	6,243,105
Crude oil and natural gas properties, successful efforts method:
Proved Properties		94,834,573			824,007		95,658,580
Accumulated depreciation, depletion, amortization and impairment		(828,201	)		-		(828,201	)
Total oil and natural gas properties, net		94,006,372			824,007		94,830,379
Other property, plant and equipment, net		20,000			-		20,000
TOTAL ASSETS	$	100,269,477		$	824,007	$	101,093,484

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Total current liabilities	$	30,507,059		$	-	$	30,507,059
Long-term debt, net of current portion and discount		31,385,711			-		31,385,711
Warrant liability		5,625,934			-		5,625,934
Deferred tax liability		4,731,204			230,657		4,961,861
Asset retirement obligations		937,302			-		937,302
Long-term derivative instrument liabilities		388,642			-		388,642
Other liabilities		675,000			-		675,000
Total for non-current liabilities		43,743,793			230,657		43,974,450
Total liabilities		74,250,852			230,657		74,481,509
Commitments and Contingencies

Stockholders’ (deficit) equity
Preferred stock, $0.0001 par value; 1,000,000 authorized shares, 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		-			-		-
Class A Common stock, $0.0001 par value; 100,000,000 authorized shares, 5,235,131 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		524			-		524
Class B Common stock, $0.0001 par value; 20,000,000 authorized shares, 1,800,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		180			-		180
Additional paid in capital		17,017,104			-		17,017,104
Accumulated deficit		(24,405,597	)		593,350		(23,812,247	)
Total stockholders’ (deficit) attributable to HNR Acquisition Corp		(7,387,789	)		593,350		(6,794,439	)
Noncontrolling interest		33,406,414			-		33,406,414
Total stockholders’ equity		26,018,625			593,350		26,611,975
Total liabilities and stockholders’ equity		100,269,477			824,007		101,093,484

	Three Months Ended March 31, 2024 (Successor)			Adjustments			Three Months Ended March 31, 2024 (Successor)
	As Reported						As Revised
Revenues	$	3,283,099		$	-		$	3,283,099

Expenses
Production taxes, transportation and processing	$	428,280		$	-		$	428,280
Lease operating		3,123,525			(824,007	)		2,299,518
Depletion, depreciation and amortization		476,074			-			476,074
Accretion of asset retirement obligations		33,005			-			33,005
General and administrative		2,309,824			-			2,309,824
Total expenses		6,370,708			(824,007	)		5,546,701
Operating income (loss)		(3,087,609	)		(824,007	)		(2,263,602	)
Total other income (expenses)		(3,631,179	)		-			(3,631,179	)
Income (loss) before income taxes		(6,718,788	)		824,007			(5,894,781	)
Income tax provision		1,431,936			(230,657	)		1,201,279
Net income (loss)		(5,286,852	)		593,350			(4,693,502	)
Net income (loss) attributable to noncontrolling interests		-			-			-
Net income (loss) attributable to HNR Acquisition Corp.	$	(5,286,852	)	$	593,350		$	(4,693,502	)

Weighted average share outstanding, common stock - basic and diluted		5,235,131			5,235,131			5,235,131
Net income (loss) per share of common stock – basic and diluted	$	(1.01	)		0.11		$	(0.90	)

Total

Class A

Class B

Stockholders’
(Deficit)
Equity
Attributable to

Total

Common Stock

Additional
Paid In

Accumulated

HNR
Acquisition

Noncontrolling

Stockholders’
(Deficit)

Amount

Capital

deficit

Corp.

Interest

Equity

As Reported

SEC Form 10-Q filed by HNR Acquisition Corp