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. |