EON Resources Inc-A 2025年度报告

AMENDMENT NO. 1 TOFORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 HNR Acquisition Corp.(Former name or former address, if changed since last report) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the ExchangeAct.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-acceleratedfiler☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the Registrant wasapproximately $8.3 million based on the last sale price on June 28, 2024. As of April 15, 2025, 18,312,626 shares of Class A Common Stock, par value $0.0001 per share, and 0 shares of Class B CommonStock, par value $0.0001 per share, were issued and outstanding. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of EON Resources, Inc. (the“Company,” “we” or “our”) for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the“SEC”) on April 16, 2025 (the “Original 10-K”). In Item 8 of Part II of the Original 10-K, the Company corrected certain errors in its Supplemental Disclosures About Oil and GasProducing Activities (Unaudited) (the “Supplemental Disclosures”) for the years ended December 31, 2024 and 2023. The Companyincorrectly excluded asset retirement obligations from future development costs and excluded future income tax expense from theStandardized Measure of Discounted Cash Flows. As a result of making these corrections, the standardized measure of discountedfuture net cash flows decreased. Additionally, the Company made several immaterial corrections in the reconciliation of the changes inthe standardized measure of discounted cash flows. The Company had previously concluded that its Disclosures Controls andProcedures were not effective at December 31, 2024. Further, the Company made certain changes to the presentation in the Statement of Changes in Stockholders’ Equity to group thetransactions that occurred on November 15, 2023 and to create a subtotal of such activity to distinguish from activity relating to thesuccessor. Additionally, the Company has received a series of comment letters (“Comment Letters”) from the staff (the “Staff”) of the Division ofCorporation Finance of the Securities and Exchange Commission (“SEC”). The Comment Letters included comments related to theCompany’s accounting for non-controlling interest (“NCI”) for Class B Units of a subsidiary of the Company and the correspondingnumber of Class B Common Stock of the Company (collectively, referred to as the “Class B Equ