As filed with the Securitiesand Exchange Commission on August 1, 2025

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EON Resources Inc.

(Exact name of Registrant as specified in its charter)

3730 Kirby Drive, Suite 1200

Houston, TX

(713) 834-1145

(Address, including zip code, and telephone number,including area code, of Registrant’s principal executive offices)

Dante Caravaggio

Chief Executive Officer

3730 Kirby Drive, Suite 1200

Houston, TX

(713) 834-1145

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

Please send copies ofall communications to: 

Matthew Ogurick, Esq.

Pryor Cashman LLP

7 Times Square

New York, New York 10036

(212) 421-4100

Approximate date of commencement of proposedsale to the public:

As soon as practicable after the effective dateof this Registration Statement.

If any of the securities beingregistered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the followingbox: ☒

If this Form is filed to registeradditional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effectiveamendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effectiveamendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

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

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 financialaccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant herebyamends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall filea further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commissionacting pursuant to said Section 8(a) may determine.

The information inthis preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filedwith the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not solicitingan offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED AUGUST 1, 2025

EON Resources Inc.

Up to 17,498,800 Shares of Class A Common Stock

This prospectus relates to the offering from time to time by the sellingsecurityholders named in this prospectus (the “Selling Securityholders”) of up to an aggregate of 17,498,800 shares of ourClass A Common Stock (the “Resale Securities”), consisting of: (i) 2,000,000 shares of Class A Common Stock that were previouslyissued to FK Venture LLC in consideration of (A) certain South Justis Field Assets purchased by the Company pursuant to a Purchase andSale Agreement (“PSA”) dated June 17, 2025 by the Company and the Sellers named therein and (B) services pursuant to a MasterServices Agreement executed contemporaneously with the PSA, (ii) 76,300 shares of Class A Common Stock issued to Howie Energy Holdings,LLC for services to the Company, (iii) 22,500 shares of Class A Common Stock issued to Windspeaker Limited for services to the Company,(iv) up to 2,400,000 shares of Class A Common Stock which may be issued to White Lion Capital, LLC (“White Lion”) upon conversionof a convertible promissory note in the principal amount of $600,000 issued by the Company to White Lion on July 11, 2025 pursuant toa Note Purchase Agreement dated July 11, 2025, (v) up to 3,000,000 shares of Class A Common Stock which are issuable upon exercise of$5,600,000 in convertible promissory notes originally issued by the Company to certain investors between November 2024 and May 2025 andwhich have been subsequently purchased by White Lion from such investors, including from the Company’s CFO and a board member ofthe Company, in private sales transactions, and (vi) up to 10,000,000 shares of Class A Common Stock (the “ELOC Shares”) thatwe may sell to White Lion from time to time at our sole discretion, pursuant to the common stock purchase agreement dated October 17,2022 (as amended, the “Common Stock Purchase Agreement”).

On November 15, 2023, we completedthe purchase of equity interests and transactions contemplated thereby (the “Purchase”) as set forth in that certain Amendedand Restated Membership Interest Purchase Agreement, dated August 28, 2023, as amended (the “MIPA”), by and among us, HNRAUpstream, LLC, a newly formed Delaware limited liability company which is managed by us, and is a subsidiary of ours (“OpCo”),and HNRA Partner, Inc., a newly formed Delaware corporation and wholly owned subsidiary of ours (“SPAC Subsidiary”, and togetherwith us and OpCo, “Buyer” and each a “Buyer”), CIC Pogo LP, a Delaware limited partnership (“CIC”),DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, a Texas limited liabilitycompany (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400” and, together withCIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), and, solely with respect to Section 6.20of the MIPA, HNRAC Sponsors, LLC (the “Sponsor”).

We are registering the offerand sale of the Resale Securities to satisfy certain registration rights we have granted. All of the Resale Securities, when sold,will be sold by the Selling Securityholders. We are not selling any Class A Common Stock under this prospectus and will not receive anyof the proceeds from the sale or other disposition of shares by the Selling Securityholders except we may receive proceeds from the saleof the shares to White Lion under the Common Stock Purchase Agreement, from time to time in our discretion after the date the registrationstatement that includes this prospectus is declared effective and after satisfaction of other conditions in the Common Stock PurchaseAgreement. The purchase price to be paid by White Lion for any such shares will equal 96% of the lowest daily volume-weighted averageprice of Class A Common Stock during a period of two consecutive trading days following the applicable Notice Date.

White Lion is an underwriterwithin the meaning of Section 2(a)(11) of the Securities Act with respect to the ELOC Shares.

The Selling Securityholdersmay sell or otherwise dispose of the securities covered by this prospectus in a number of different ways. We provide more informationabout how the Selling Securityholders may sell or otherwise dispose of their securities in the section entitled “Plan of Distribution”on page 127. Discounts, concessions, commissions and similar selling expenses attributable to the sale of securities covered by this prospectuswill be borne by the Selling Securityholders. We will pay the expenses incurred in registering the shares of Class A Common Stock coveredby this prospectus, including legal and accounting fees. We will not be paying any underwriting discounts or commissions in this offeringto any person.

Our Class A Common Stock is listed on NYSE American under the symbol“EONR” and our Public Warrants are listed on NYSE American under the symbol “EONR WS”. On July 31, 2025, the lastreported sale price for our Class A Common Stock was $0.30.

As of July 25, 2025, there were 36,225,057 shares of Class A CommonStock outstanding. If all shares being registered hereby were sold, it would comprise approximately 48.3% of our total shares of ClassA Common Stock outstanding. Given the current market price of our Class A Common Stock, certain of the Selling Securityholders who paidless for their shares than such current market price will receive a higher rate of return on any such sales than the public securityholderswho purchased Class A Common Stock in our initial public offering or any Selling Securityholder who paid more for their shares than thecurrent market price.

Investing in our ClassA Common Stock involves risks. See “Risk Factors” beginning on page 12.

We have not registered thesale of the shares under the securities laws of any state. Brokers or dealers effecting transactions in the shares of Class A Common Stockoffered hereby should confirm that the shares have been registered under the securities laws of the state or states in which sales ofthe shares occur as of the time of such sales, or that there is an available exemption from the registration requirements of the securitieslaws of such states.

We have not authorized anyone,including any salesperson or broker, to give oral or written information about this offering, EON Resources Inc., or the shares of ClassA Common Stock offered hereby that is different from the information included in this prospectus. You should not assume that the informationin this prospectus, or any supplement to this prospectus, is accurate at any date other than the date indicated on the cover page of thisprospectus or any supplement to it.

We are an “emerginggrowth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public companyreporting requirements for future filings.

Neither the SEC nor anystate securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.

The date of this prospectus is         2025.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part ofa registration statement on Form S-1 that we filed with the U.S. Securities Exchange Commission (the “SEC”), under which theSelling Securityholders may, from time to time, sell the Resale Securities offered by them described in this prospectus. We will not receiveany proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. However, wemay receive proceeds of up to approximately $139.7 million in remaining available proceeds from the sale of the shares to White Lion underthe Common Stock Purchase Agreement, from time to time in our discretion after satisfaction of the conditions in the Common Stock PurchaseAgreement.

Neither we nor the SellingSecurityholders have authorized anyone to provide you with any information or to make any representations other than those contained inthis prospectus, any applicable prospectus supplement, or any free writing prospectuses prepared by or on behalf of us or to which wehave referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliabilityof, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securitiesin any jurisdiction where such offer or sale is not permitted. No dealer, salesperson, or other person is authorized to give any informationor to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus.You should assume that the information appearing in this prospectus or any prospectus supplement is accurate as of the date on the frontof those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale ofa security. Our business, financial condition, results of operations, and prospects may have changed since those dates.

The Selling Securityholdersand their permitted transferees may use this registration statement to sell securities from time to time through any means described inthe section entitled “Plan of Distribution.” More specific terms of any securities that the Selling Securityholdersand their permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specificamounts and prices of the securities being offered and the terms of the offering.

We may also provide a prospectussupplement or post-effective amendment to the registration statement to add information to, or update or change information containedin, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectusto the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement.Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so supersededwill be deemed not to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplementor post-effective amendment to the registration statement together with the additional information to which we refer you in the sectionof this prospectus entitled “Where You Can Find More Information.”

This prospectus contains summariesof certain provisions contained in some of the documents described herein, but reference is made to the actual documents for completeinformation. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred toherein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectusis a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

CERTAIN TERMS

Unless otherwise stated in this prospectus,or the context otherwise requires, references to:

RISK FACTORS

An investment in our inour Class A Common Stock involves a high degree of risk. The risks described below include all material risks to our company or to investorsin this offering that are known to our company. You should carefully consider such risks before participating in this offering. If anyof the following risks actually occur, our business, financial condition and results of operations could be materially harmed. As a result,the trading price of our Class A Common Stock could decline, and you might lose all or part of your investment. When determining whetherto buy our Class A Common Stock, you should also refer to the other information in this prospectus, including our financial statementsand the related notes included elsewhere in this prospectus.

In addition to the other informationin this prospectus, you should carefully consider the following factors in evaluating us and our business. This prospectus contains, inaddition to historical information, forward-looking statements that involve risks and uncertainties, some of which are beyond our control.Should one or more of these risks and uncertainties materialize or should underlying assumptions prove incorrect, our actual results coulddiffer materially. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below,as well as those discussed elsewhere in this prospectus, including the documents incorporated by reference.

There are risks associatedwith investing in companies such as ours who are primarily engaged in research and development. In addition to risks which could applyto any company or business, you should also consider the business we are in and the following:

Risks Related to Our Business

There is substantial doubt about our ability to continue as a“going concern.”

As of March 31, 2025, we had$3,074,094 in cash and a working capital deficit of $27,937,557. In addition, we had negative cash flow from operations of $1,827,355for the three months ended March 31, 2025 and positive cash flow from operations of $3,700,686 for the year ended December 31, 2024. Thesefactors raise substantial doubt about our ability to continue as a going concern. Management’s plans to alleviate this substantialdoubt 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 the Common Stock Purchase Agreement with White Lion, which can fundour operations and production growth, and be used to reduce our liabilities. While management believes that its plans and the overalloutlook of the oil and gas industry sufficiently alleviate the factors raising substantial doubt about its ability to continue as a goingconcern, there can be no assurance of success.

Our producing properties are located inthe Permian Basin, making it vulnerable to risks associated with operating in a single geographic area.

All of our producing propertiesare currently geographically concentrated in the Permian Basin. As a result of this concentration, we may be disproportionately exposedto the impact of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmentalregulation, processing or transportation capacity constraints, availability of equipment, facilities, personnel or services market limitations,natural disasters, adverse weather conditions, plant closures for scheduled maintenance or interruption of the processing or transportationof crude oil and natural gas. In addition, the effect of fluctuations on supply and demand may become more pronounced within specificgeographic crude oil and natural gas producing areas such as the Permian Basin, which may cause these conditions to occur with greaterfrequency or magnify the effects of these conditions. Due to the concentrated nature of Pogo’s portfolio of properties, a numberof our properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on its resultsof operations than they might have on other companies that have a more diversified portfolio of properties. Such delays or interruptionscould have a material adverse effect on our financial condition and results of operations.

As a result of our exclusivefocus on the Permian Basin, it may be less competitive than other companies in bidding to acquire assets that include properties bothwithin and outside of that basin. Although we are currently focused on the Permian Basin, it may from time to time evaluate and consummatethe acquisition of asset packages that include ancillary properties outside of that basin, which may result in the dilution of its geographicfocus.

Title to the properties in which Pogo isacquiring an interest may be impaired by title defects.

We are not required to, andunder certain circumstances it may elect not to, incur the expense of retaining lawyers to examine the title to its operating interests.In such cases, we would rely upon the judgment of oil and gas lease brokers or landmen who perform the fieldwork in examining recordsin the appropriate governmental office before acquiring an operating interest. The existence of a material title deficiency can renderan interest worthless and can materially adversely affect our results of operations, financial condition and cash flows. No assurancecan be given that Pogo will not suffer a monetary loss from title defects or title failure. Additionally, undeveloped acreage has a greaterrisk of title defects than developed acreage. If there are any title defects in properties in which we holds an interest, it may suffera financial loss.

We depend on various services for the developmentand production activities on the properties it operates. Substantially all our revenue is derived from these producing properties. A reductionin the expected number of wells to be developed on Pogo’s acreage by or the failure of EON to develop and operate the wells on itsacreage could have an adverse effect on its results of operations and cash flows adequately and efficiently.

Our assets consist primarilyof operating interests. The failure of the Company to perform operations adequately or efficiently or to act in ways that are not in ourbest interests could reduce production and revenues. Additionally, certain investors have requested that operators adopt initiatives toreturn capital to investors, which could also reduce the capital available to us for investment in development and production activities.Moreover, should a low commodity price environment incur, we may also opt to reduce development activity that could further reduce productionand revenues.

If production on our acreagedecreases due to decreased development activities, because of a low commodity price environment, limited availability of development capital,production-related difficulties or otherwise, our results of operations may be adversely affected. Pogo is not obligated to undertakeany development activities other than those required to maintain their leases on our acreage. In the absence of a specific contractualobligation, any development and production activities will be subject to their reasonable discretion (subject to certain implied obligationsto develop imposed by the laws of some states). Pogo could determine to develop wells on our acreage than is currently expected. The successand timing of development activities on our properties, depends on a number of factors that are largely outside of our control, including:

We may elect not to undertakedevelopment activities, or may undertake these activities in an unanticipated fashion, which may result in significant fluctuations inour results of operations and cash flows. Sustained reductions in production by us on our properties may also adversely affect or resultsof operations and cash flows. Additionally, if we were to experience financial difficulty, we might not be able to pay invoices to continueits operations, which could have a material adverse impact on our cash flows.

Our future success depends on replacingreserves through acquisitions and the exploration and development activities.

Producing crude oil and naturalgas wells are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Our futurecrude oil and natural gas reserves and our production thereof and our cash flows are highly dependent on the successful development andexploitation of our current reserves and its ability to successfully acquire additional reserves that are economically recoverable. Moreover,the production decline rates of our properties may be significantly higher than currently estimated if the wells on its properties donot produce as expected. We may also not be able to find, acquire or develop additional reserves to replace the current and future productionof its properties at economically acceptable terms. If we are not able to replace or grow its oil and natural gas reserves, its business,financial condition and results of operations would be adversely affected.

Our failure to successfully identify, completeand integrate acquisitions of properties or businesses could materially and adversely affect its growth, results of operations and cashflows.

We depend, in part, on acquisitionsto grow its reserves, production and cash flows. Our decision to acquire a property will depend in part on the evaluation of data obtainedfrom production reports and engineering studies, geophysical and geological analyses and seismic data, and other information, the resultsof which are often inconclusive and subject to various interpretations. The successful acquisition of properties requires an assessmentof several factors, including:

The accuracy of these assessmentsis inherently uncertain and we may not be able to identify attractive acquisition opportunities. In connection with these assessments,we perform a review of the subject properties that it believes to be generally consistent with industry practices, given the nature ofits interests. Our review will not reveal all existing or potential problems, nor will it permit it to become sufficiently familiar withthe properties to assess fully their deficiencies and capabilities. Inspections are often not performed on every well, and environmentalproblems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problemsare identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems.Even if we do identify attractive acquisition opportunities, it may not be able to complete the acquisition or do so on commercially acceptableterms. Unless we further develop our existing properties, we will depend on acquisitions to grow our reserves, production and cash flow.

There is intense competitionfor acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completingacquisitions. Additionally, acquisition opportunities vary over time. Our ability to complete acquisitions is dependent upon, among otherthings, our ability to obtain debt and equity financing and, in some cases, regulatory approvals. Further, these acquisitions may be ingeographic regions in which Pogo does not currently hold assets, which could result in unforeseen operating difficulties. In addition,if we acquire interests in new states, it may be subject to additional and unfamiliar legal and regulatory requirements. Compliance withregulatory requirements may impose substantial additional obligations on Pogo and its management, cause it to expend additional time andresources in compliance activities and increase its exposure to penalties or fines for non-compliance with such additional legal requirements.Further, the success of any completed acquisition will depend on Pourability to effectively integrate the acquired business into its existingbusiness. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amountof our managerial and financial resources. In addition, potential future acquisitions may be larger and for purchase prices significantlyhigher than those paid for earlier acquisitions.

No assurance can be giventhat we will be able to identify suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions onacceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to integrate the acquiredassets into its existing operations successfully or to minimize any unforeseen difficulties could materially and adversely affect itsfinancial condition, results of operations and cash flows. The inability to effectively manage these acquisitions could reduce Our focuson subsequent acquisitions and current operations, which, in turn, could negatively impact its growth, results of operations and cashflows.

We may acquire properties that do not produceas projected, and it may be unable to determine reserve potential, identify liabilities associated with such properties or obtain protectionfrom sellers against such liabilities.

Acquiring crude oil and naturalgas properties requires us to assess reservoir and infrastructure characteristics, including recoverable reserves, development and operatingcosts and potential environmental and other liabilities. Such assessments are inexact and inherently uncertain. In connection with theassessments, we perform a review of the subject properties, but such a review will not necessarily reveal all existing or potential problems.In the course of due diligence, we may not inspect every well or pipeline. We cannot necessarily observe structural and environmentalproblems, such as pipe corrosion, when an inspection is made. We may not be able to obtain contractual indemnities from the seller forliabilities created prior to its purchase of the property. We may be required to assume the risk of the physical condition of the propertiesin addition to the risk that the properties may not perform in accordance with its expectations.

Any acquisitions that we complete will besubject to substantial risks.

Even if we makes acquisitionsthat we believes will increase its cash generated from operations, these acquisitions may nevertheless result in a decrease in its cashflows. Any acquisition involves potential risks, including, among other things:

Our identified development activities aresusceptible to uncertainties that could materially alter the occurrence or timing of our development activities.

The ability of the Companyto perform development activities depends on a number of uncertainties, including the availability of capital, construction of and limitationson access to infrastructure, inclement weather, regulatory changes and approvals, crude oil and natural gas prices, costs, developmentactivity results and the availability of water. Further, any identified potential development activities are in various stages of evaluation,ranging from wells that are ready to be developed to wells that require substantial additional interpretation. The use of technologiesand the study of producing fields in the same area will not enable we to know conclusively prior to development activities whether crudeoil and natural gas will be present or, if present, whether crude oil and natural gas will be present in sufficient quantities to be economicallyviable. Even if enough crude oil or natural gas exist, we may damage the potentially productive hydrocarbon-bearing formation or experiencemechanical difficulties while performing development activities, possibly resulting in a reduction in production from the well or abandonmentof the well. If Pogo performs additional development activities on wells that do not respond or they produce at quantities less than desiredthese wells may materially harm our business.

There is no guarantee thatthe conclusions we draw from available data and other wells near the Pogo acreage will be applicable to our development activities. Further,initial production rates reported by us in the areas in which ours reserves are located may not be indicative of future or long-term productionrates. Additionally, actual production from wells may be less than expected. For example, a number of E&P operators have recentlyannounced that newer wells drilled close in proximity to already producing wells have produced less oil and gas than forecast. Becauseof these uncertainties, Pogo does not know if the potential development activities that have been identified will ever be able to producecrude oil and natural gas from these or any other potential development activities. As such, the actual development activities of Pogomay materially differ from those presently identified, which could adversely affect our business, results of operation and cash flows.

Acquisitions and development of our leaseswill require substantial capital, and our company may be unable to obtain needed capital or financing on satisfactory terms or at all.

The crude oil and naturalgas industry is capital intensive. We made substantial capital expenditures in connection with the acquisition and development of itsproperties. Our company may continue to make substantial capital expenditures in connection with the acquisition and development of properties.Our company will finance capital expenditures primarily with funding from cash generated by operations and borrowings under its revolvingcredit facility.

In the future, we may needcapital more than the amounts it retains in its business or borrows under its revolving credit facility. The level of borrowing base availableunder our revolving credit facility is largely based on its estimated proved reserves and its lenders’ price decks and underwritingstandards in the reserve-based lending space and may be reduced to the extent commodity prices decrease and cause underwriting standardsto tighten or the lending syndication market is not sufficiently liquid to obtain lender commitments to a full borrowing base in an amountappropriate for our assets. Furthermore, we cannot assure you that it will be able to access other external capital on terms favorableto it or at all. For example, a significant decline in prices for crude oil and broader economic turmoil may adversely impact our abilityto secure financing in the capital markets on favorable terms. Additionally, our ability to secure financing or access the capital marketscould be adversely affected if financial institutions and institutional lenders elect not to provide funding for fossil fuel energy companiesin connection with the adoption of sustainable lending initiatives or are required to adopt policies that have the effect of reducingthe funding available to the fossil fuel sector. If we are unable to fund its capital requirements, e may be unable to complete acquisitions,take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on itsresults of operation and free cash flow.

We are also dependent on theavailability of external debt, equity financing sources and operating cash flows to maintain its development program. If those financingsources are not available on favorable terms or at all, then We expect the development of its properties to be adversely affected. Ifthe development of our properties is adversely affected, then revenues from our operations may decline. If we issue additional equitysecurities or securities convertible into equity securities, existing stockholders will experience dilution and the new equity securitiescould have rights senior to those of our Class A Common Stock.

The widespread outbreak of an illness, pandemic(like COVID-19) or any other public health crisis may have material adverse effects on Pogo’s business, financial position, resultsof operations and/or cash flows.

We face risks related to theoutbreak of illnesses, pandemics and other public health crises that are outside of its control and could significantly disrupt its operationsand adversely affect its financial condition. For example, the COVID-19 pandemic has caused a disruption to the oil and natural gasindustry and to our business. The COVID-19 pandemic negatively impacted the global economy, disrupted global supply chains, reducedglobal demand for oil and gas, and created significant volatility and disruption of financial and commodity markets, but has been improvingsince 2020.

The degree to which the COVID-19 pandemicor any other public health crisis adversely impacts our operations, financial results and dividend policy will also depend on future developments,which are highly uncertain and cannot be predicted. These developments include, but are not limited to, the duration and spread of thepandemic, its severity, the actions to contain the virus or treat its impact, its impact on the economy and market conditions, and howquickly and to what extent normal economic and operating conditions can resume. While this matter may disrupt its operations in some way,the degree of the adverse financial impact cannot be reasonably estimated at this time.

We currently plan to enter hedgingarrangements with respect to the production of crude oil, and possibly natural gas which is a smaller portion of the reserves. We willmitigate the exposure to the impact of decreases in the prices by establishing a hedging plan and structure that protects the earningsto a reasonable level, and the debt service requirements.

We currently plan to enterinto hedging arrangements to establish, in advance, a price for the sale of the crude oil and possibly natural gas produced from its properties.The hedging plan and structure will be at a level to balance the debt service requirements and also allow us to realize the benefit ofany short-term increase in the price of crude oil and natural gas. A portion of the crude oil and natural gas produced from its propertieswill not be protected against decreases in the price of crude oil and natural gas, or prolonged periods of low commodity prices. Hedgingarrangements may limit our ability to realize the benefit of rising prices and may result in hedging losses.

The intent of the hedgingarrangements is to mitigate the volatility in its cash flows due to fluctuations in the price of crude oil and natural gas. However, thesehedging activities may not be as effective as our company intends in reducing the volatility of its cash flows and, if entered into, aresubject to the risks of the terms of the derivative instruments derivative contract, there may be a change in the expected differentialbetween the underlying commodity price in the derivative instrument and the actual price received, our company’s hedging policiesand procedures may not be properly followed and the steps our company takes to monitor its derivative financial instruments may not detectand prevent violations of its risk management policies and procedures, particularly if deception or other intentional misconduct is involved.Further, our company may be limited in receiving the full benefit of increases in crude oil as a result of these hedging transactions.The occurrence of any of these risks could prevent us from realizing the benefit of a derivative contract.

Our estimated reserves are based on manyassumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materiallyaffect the quantities and present value of its reserves.

It is not possible to measureunderground accumulation of crude oil and natural gas in an exact way. Crude oil and natural gas reserve engineering is not an exact scienceand requires subjective estimates of underground accumulations of crude oil and natural gas and assumptions concerning future crude oiland natural gas prices, production levels, ultimate recoveries and operating and development costs. As a result, estimated quantitiesof proved reserves, projections of future production rates and the timing of development expenditures may turn out to be incorrect. Estimatesof our proved reserves and related valuations as of December 31, 2024 and December 31, 2023 were prepared by Cobb. Cobb conducted a detailedreview of all of our properties for the period covered by its reserve report using information provided by Pogo. Over time, Pogo may makematerial changes to reserve estimates taking into account the results of actual drilling, testing and production and changes in prices.In addition, certain assumptions regarding future crude oil and natural gas prices, production levels and operating and development costsmay prove incorrect. For example, due to the deterioration in commodity prices and operator activity in 2020 as a result of the COVID-19pandemic and other factors, the commodity price assumptions used to calculate our reserves estimates declined, which in turn lowered itsproved reserve estimates. A substantial portion of our reserve estimates are made without the benefit of a lengthy production history,which are less reliable than estimates based on a lengthy production history. Any significant variance from these assumptions to actualfigures could greatly affect our estimates of reserves and future cash generated from operations. Numerous changes over time to the assumptionson which our reserve estimates are based, as described above, often result in the actual quantities of crude oil and natural gas thatare ultimately recovered being different from its reserve estimates.

Furthermore, the present valueof future net cash flows from our proved reserves is not necessarily the same as the current market value of its estimated reserves. Inaccordance with rules established by the SEC and the Financial Accounting Standards Board (the “FASB”), we base the estimateddiscounted future net cash flows from our proved reserves on the twelve-month average oil and gas index prices, calculated as theunweighted arithmetic average for the first-day-of-the-month price for each month, and costs in effect on the date of the estimate,holding the prices and costs constant throughout the life of the properties. Actual future prices and costs may differ materially fromthose used in the present value estimate, and future net present value estimates using then current prices and costs may be significantlyless than the current estimate. In addition, the 10% discount factor we use when calculating discounted future net cash flows may notbe the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the crudeoil and natural gas industry in general.

Operating hazards and partially insuredor uninsured risks may result in substantial losses to Pogo and any losses could adversely affect our results of operations and cash flows.

The operations of Pogo willbe subject to all of the hazards and operating risks associated with drilling for and production of crude oil and natural gas, includingthe risk of fire, explosions, blowouts, surface cratering, uncontrollable flows of crude oil and natural gas and formation water, pipeor pipeline failures, abnormally pressured formations, casing collapses and environmental hazards such as crude oil spills, natural gasleaks and ruptures or discharges of toxic gases. In addition, their operations will be subject to risks associated with hydraulic fracturing,including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives. Theoccurrence of any of these events could result in substantial losses to Pogo due to injury or loss of life, severe damage to or destructionof property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigationsand penalties, suspension of operations and repairs required to resume operations.

Loss of our information and computer systems,including as a result of cyber-attacks, could materially and adversely affect our business.

Pogo relies on electronicsystems and networks to control and manage Pogo’s respective businesses. If any of such programs or systems were to fail for anyreason, including as a result of a cyber-attack, or create erroneous information in Pogo’s hardware or software network infrastructure,possible consequences could be significant, including loss of communication links and inability to automatically process commercial transactionor engage in similar automated or computerized business activities. Although Pogo has multiple layers of security to mitigate risks ofcyber-attacks, cyber-attacks on business have escalated in recent years. Moreover, Pogo is becoming increasingly dependent ondigital technologies to conduct certain exploration, development, production and processing activities, including interpreting seismicdata, managing drilling rigs, production activities and gathering systems, conducting reservoir modeling and estimating reserves. TheU.S. government has issued public warnings that indicate that energy assets might be specific targets of cyber security threats.If Pogo becomes the target of cyber-attacks of information security breaches, their business operations may be substantially disrupted,which could have an adverse effect on Pogo’s results of operations. In addition, Pogo’s efforts to monitor, mitigate and managethese evolving risks may result in increased capital and operating costs, and there can be no assurance that such efforts will be sufficientto prevent attacks or breaches from occurring.

A terrorist attack or armed conflict couldharm our business.

Terrorist activities, anti-terrorist activitiesand other armed conflicts involving the United States or other countries may adversely affect the United States and global economiesand could prevent Pogo from meeting its financial and other obligations. For example, on February 24, 2022, Russia launched a large-scale invasionof Ukraine that has led to significant armed hostilities. As a result, the United States, the United Kingdom, the member states ofthe European Union and other public and private actors have levied severe sanctions on Russia. To date, this conflict has resulted ina decreased supply of hydrocarbons which has resulted in higher commodity prices. The geopolitical and macroeconomic consequences of thisinvasion and associated sanctions cannot be predicted, and such events, or any further hostilities in Ukraine or elsewhere, could severelyimpact the world economy. If any of these events occur, the resulting political instability and societal disruption could reduce overalldemand for crude oil and natural gas potentially putting downward pressure on demand for Pogo’s services and causing a reductionin its revenues. Crude oil and natural gas related facilities, including those of Pogo, could be direct targets of terrorist attacks,and, if infrastructure integral to Pogo is destroyed or damaged, they may experience a significant disruption in their operations. Anysuch disruption could materially adversely affect Pogo’s financial condition, results of operations and cash flows. Costs for insuranceand other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if availableat all.

We believe we currently have ineffectiveinternal control over its financial reporting.

A material weakness is a deficiency,or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a materialmisstatement of our annual or interim consolidated financial statements may not be prevented or detected on a timely basis. We identifieda material weakness and believe we currently have ineffective internal control over financial reporting, primarily due: to the lack ofsufficient accounting personnel to manage the our financial accounting process, lack of segregation of duties, lack of proper accountingfor complex financial instruments, lack of design and implementation of controls related to oil and gas activities, which combined constituteda material weakness in our internal control over financial reporting.

We intend to remediate thesedeficiencies by putting into place proper internal controls and accounting systems to ensure effective internal control over its financialreporting. Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properlyor remain adequate and we cannot assure you that we will not identify additional material weaknesses in our internal control over financialreporting in the future. If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures,our ability to record, process and report financial information accurately, and to prepare financial statements within the time periodsspecified by the rules and forms of the SEC, could be adversely affected. This failure could negatively affect the market price and tradingliquidity of our stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigationsand penalties and generally materially and adversely impact our business and financial condition.

However, completion of remediationdoes not provide assurance that our remediation or other controls will continue to operate properly or remain adequate and we cannot assureyou that we will not identify additional material weaknesses in our internal control over financial reporting in the future. If we areunable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, processand report financial information accurately, and to prepare financial statements within the time periods specified by the rules and formsof the SEC, could be adversely affected. This failure could negatively affect the market price and trading liquidity of our stock, causeinvestors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties andgenerally materially and adversely impact our business and financial condition.

We are dependent upon our executive officersand directors and their departure could adversely affect our ability to operate.

Our operations are dependentupon a relatively small group of individuals. We believe that our success depends on the continued service of our executive officers anddirectors. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and,accordingly, will have conflicts of interest in allocating management time among various business activities. The unexpected loss of theservices of one or more of our directors or executive officers could have a detrimental effect on us.

Certain of our executive officers and directorsare now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those conductedby us.

Our executive officers anddirectors are, or may in the future become, affiliated with entities that are engaged in business activities similar to our own.

Our officers and directorsalso may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owecertain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particularbusiness opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presentedto another entity prior to its presentation to us. Our Second A&R Charter provides that we renounce our interest in any corporateopportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacityas a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and wouldotherwise be reasonable for us to pursue.

Our executive officers, directors, securityholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policythat expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniaryor financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.We also do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of thetypes conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

Increased costs of capital could adverselyaffect our business.

Our business and ability toraise capital and make acquisitions could be harmed by factors such as the availability, terms, and cost of capital, increases in interestrates or a reduction in our credit rating. Changes in any one or more of these factors could cause our cost of doing business to increase,limit its access to capital, limit its ability to pursue acquisition opportunities, and place it at a competitive disadvantage. A significantreduction in the availability of capital could materially and adversely affect our ability to achieve our planned growth and operatingresults.

For example, since March 2022,the Federal Reserve has raised its target range for the federal funds rate multiple times, and additional rate hikes may continue to occur.An increase in the interest rates associated with our floating rate debt would increase our debt service costs and affect our resultsof operations and cash flow available for payments of our debt obligations. In addition, an increase in interest rates could adverselyaffect our future ability to obtain financing or materially increase the cost of any additional financing.

We may be involved in legal proceedings that could result insubstantial liabilities.

Like many crude oil and natural gas companies, we may from time totime be involved in various legal and other proceedings, such as title, royalty or contractual disputes, regulatory compliance mattersand personal injury or property damage matters, in the ordinary course of its business. Such legal proceedings are inherently uncertainand their results cannot be predicted. Regardless of the outcome, such proceedings could have an adverse impact on us because of legalcosts, diversion of management and other personnel and other factors. In addition, it is possible that a resolution of one or more suchproceedings could result in liability, penalties or sanctions, as well as judgments, consent decrees or orders requiring a change in ourbusiness practices, which could materially and adversely affect its business, operating results and financial condition. Accruals forsuch liability, penalties or sanctions may be insufficient. Judgments and estimates to determine accruals or range of losses related tolegal and other proceedings could change from one period to the next, and such changes could be material.

Risks Related to Our Industry

A substantial majority of our revenues fromcrude oil and gas producing activities are derived from its operating properties that are based on the price at which crude oil and naturalgas produced from the acreage underlying its interests are sold. Prices of crude oil and natural gas are volatile due to factors beyondour control. A substantial or extended decline in commodity prices may adversely affect our business, financial condition, results ofoperations and cash flows.

Our revenues, operating results,discretionary cash flows, profitability, liquidity and the carrying value of its interests depend significantly upon the prevailing pricesfor crude oil and natural gas. Historically, crude oil and natural gas prices and their applicable basis differentials have been volatileand are subject to fluctuations in response to changes in supply and demand, market uncertainty and a variety of additional factors thatare beyond our control, including:

These factors and the volatilityof the energy markets make it extremely difficult to predict future oil and natural gas price movements accurately. Lower commodity pricesmay reduce our operating margins, cash flow and borrowing ability. If we are unable to obtain needed capital or financing on satisfactoryterms, our ability to develop future reserves or make acquisitions could be adversely affected. Also, using lower prices in estimatingproved reserves may result in a reduction in proved and reserve volumes due to economic limits. In addition, sustained periods with oiland natural gas prices at levels lower than current West Texas Intermediate (“WTI”) and Henry Hub strip prices may adverselyaffect our drilling economics, cash flow and our ability to raise capital, which may require us to re-evaluate and postpone or substantiallyrestrict our development program, and result in the reduction of some of our proved undeveloped reserves and related PV-10.

Any substantial decline inthe price of crude oil and natural gas, or prolonged period of low commodity prices will materially adversely affect our business, financialcondition, results of operations and cash flows. In addition, lower crude oil and natural gas may reduce the amount of crude oil and naturalgas that can be produced economically, which may reduce our willingness to develop its properties. This may result in Pogo having to makesubstantial downward adjustments to our estimated proved reserves, which could negatively impact its ability to fund its operations. Ifthis occurs or if production estimates change or exploration or development results deteriorate, the successful efforts method of accountingprinciples may require Pogo to write down, as a non-cash charge to earnings, the carrying value of its crude oil and natural gas properties.Pogo could also determine during periods of low commodity prices to shut in or curtail production from wells on our properties. In addition,we could determine during periods of low commodity prices to plug and abandon marginal wells that otherwise may have been allowed to continueto produce for a longer period under conditions of higher prices. Specifically, they may abandon any well if they reasonably believe thatthe well can no longer produce crude oil or natural gas in commercially paying quantities. Pogo may choose to use various derivative instrumentsin connection with anticipated crude oil and natural gas to minimize the impact of commodity price fluctuations. However, we cannot hedgethe entire exposure of our operations from commodity price volatility. To the extent we does not hedge against commodity price volatility,or its hedges are not effective, our results of operations and financial position may be diminished.

If commodity prices decrease to a levelsuch that our future undiscounted cash flows from its properties are less than their carrying value, Pogo may be required to take write-downsof the carrying values of its properties.

Accounting rules require thatPogo periodically review the carrying value of its properties for possible impairment. Based on specific market factors and circumstancesat the time of prospective impairment reviews, production data, economics and other factors, Pogo may be required to write down the carryingvalue of its properties. Pogo evaluates the carrying amount of its proved oil and natural gas properties for impairment whenever eventsor changes in circumstances indicate that a property’s carrying amount may not be recoverable. If the carrying value exceeds theestimated undiscounted future cash flows Pogo would estimate the fair value of its properties and record an impairment charge for anyexcess of the carrying value of the properties over the estimated fair value of the properties. Factors used to estimate fair value mayinclude estimates of proved reserves, future commodity prices, future production estimates and a commensurate discount rate. The riskthat Pogo will be required to recognize impairments of its crude oil and natural gas properties increases during periods of low commodityprices. In addition, impairments would occur if Pogo were to experience sufficient downward adjustments to its estimated proved reservesor the present value of estimated future net revenues. An impairment recognized in one period may not be reversed in a subsequent period.Pogo may incur impairment charges in the future, which could materially adversely affect its results of operations for the periods inwhich such charges are taken.

The unavailability, high cost or shortagesof rigs, equipment, raw materials, supplies or personnel may restrict or result in increased costs to develop and operate Pogo’sproperties.

The crude oil and naturalgas industry is cyclical, which can result in shortages of drilling/workover rigs, equipment, raw materials (particularly water and sandand other proppants), supplies and personnel. When shortages occur, the costs and delivery times of rigs, equipment and supplies increaseand demand for, and wage rates of, qualified drilling/workover rig crews also rise with increases in demand. Pogo cannot predict whetherthese conditions will exist in the future and, if so, what their timing and duration will be. In accordance with customary industry practice,Pogo relies on independent third-party service providers to provide many of the services and equipment necessary to drill new developmentwells. If Pogo is unable to secure a sufficient number of drilling/workover rigs at reasonable costs, Pogo’s financial conditionand results of operations could suffer. Shortages of drilling/workover rigs, equipment, raw materials, supplies, personnel, trucking services,tubulars, hydraulic fracturing and completion services and production equipment could delay or restrict Pogo’s development operations,which in turn could have a material adverse effect on Pogo’s financial condition, results of operations and cash flows.

The marketability of crude oil and naturalgas production is dependent upon transportation and processing and refining facilities, which Pogo cannot control. Any limitation in theavailability of those facilities could interfere with Pogo’s ability to market its production and could harm Pogo’s business.

The marketability of Pogo’sproduction depends in part on the availability, proximity and capacity of pipelines, gathering lines, tanker trucks and other transportationmethods, and processing and refining facilities owned by third parties. Pogo does not control these third-party facilities and Pogo’saccess to them may be limited or denied. Insufficient production from the wells on Pogo’s acreage or a significant disruption inthe availability of third-party transportation facilities or other production facilities could adversely impact Pogo’s abilityto deliver, to market or produce oil and natural gas and thereby cause a significant interruption in Pogo’s operations. If theyare unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounter production relateddifficulties, they may be required to shut in or curtail production. In addition, the amount of crude oil that can be produced and soldis subject to curtailment in certain other circumstances outside of Pogo’s control, such as pipeline interruptions due to scheduledand unscheduled maintenance, excessive pressure, physical damage or lack of available capacity on these systems, tanker truck availabilityand extreme weather conditions. Also, production from Pogo’s wells may be insufficient to support the construction of pipeline facilities,and the shipment of Pogo’s crude oil and natural gas on third-party pipelines may be curtailed or delayed if it does not meetthe quality specifications of the pipeline owners. The curtailments arising from these and similar circumstances may last from a few daysto several months. In many cases, Pogo is provided only with limited, if any, notice as to when these circumstances will arise andtheir duration. Any significant curtailment in gathering system or transportation, processing or refining-facility capacity, or aninability to obtain favorable terms for delivery of the crude oil and natural gas produced from Pogo’s acreage, could reduce Pogo’sability to market the production from Pogo’s properties and have a material adverse effect on Pogo’s financial condition,results of operations and cash flows. Pogo’s access to transportation options and the prices Pogo receives can also be affectedby federal and state regulation — including regulation of crude oil and natural gas production, transportation and pipelinesafety — as well by general economic conditions and changes in supply and demand.

In addition, the third partieson whom Pogo relies for transportation services are subject to complex federal, state, tribal and local laws that could adversely affectthe cost, manner or feasibility of conducting Pogo’s business.

Drilling for and producing crude oil andnatural gas are high-risk activities with many uncertainties that may materially adversely affect our business, financial condition, resultsof operations and cash flows.

The development drilling activitiesof our properties will be subject to many risks. For example, Pogo will not be able to assure you that wells drilled by the E&P operatorsof its properties will be productive. Drilling for crude oil and natural gas often involves unprofitable efforts, not only from dry wellsbut also from wells that are productive but do not produce sufficient crude oil and natural gas to return a profit at then realized pricesafter deducting drilling, operating and other costs. The seismic data and other technologies used do not provide conclusive knowledgeprior to drilling a well that crude oil and natural gas are present or that a well can be produced economically. The costs of exploration,exploitation and development activities are subject to numerous uncertainties beyond our control and increases in those costs can adverselyaffect the economics of a project. Further, our development drilling and producing operations may be curtailed, delayed, canceled or otherwisenegatively impacted as a result of other factors, including:

Any of these risks can causesubstantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment,pollution, environmental contamination or loss of wells and other regulatory penalties. In the event that planned operations, includingthe drilling of development wells, are delayed or cancelled, or existing wells or development wells have lower than anticipated productiondue to one or more of the factors above or for any other reason, Pogo’s financial condition, results of operations and cash flowsmay be materially adversely affected.

Competition in the crude oil and naturalgas industry is intense, which may adversely affect our ability to succeed.

The crude oil and naturalgas industry is intensely competitive, and our properties compete with other companies that may have greater resources. Many of thesecompanies explore for and produce crude oil and natural gas, carry on midstream and refining operations, and market petroleum and otherproducts on a regional, national or worldwide basis. In addition, these companies may have a greater ability to continue exploration activitiesduring periods of low crude oil and natural gas market prices. our larger competitors may be able to absorb the burden of present andfuture federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competitive position.Pogo may have fewer financial and human resources than many companies in our industry and may be at a disadvantage in bidding producingcrude oil and natural gas properties. Furthermore, the crude oil and natural gas industry has experienced recent consolidation among someoperators, which has resulted in certain instances of combined companies with larger resources. Such combined companies may compete againstPogo and thus limit our ability to acquire additional properties and add reserves.

A deterioration in general economic, business,political or industry conditions would materially adversely affect our results of operations, financial condition and cash flows.

Concerns over global economicconditions, energy costs, geopolitical issues, the impacts of the COVID-19 pandemic, inflation, the availability and cost of credit andslow economic growth in the United States have contributed to economic uncertainty and diminished expectations for the global economy.Additionally, acts of protest and civil unrest have caused economic and political disruption in the United States. Meanwhile, continuedhostilities in the Middle East, Ukraine and the occurrence or threat of terrorist attacks in the United States or other countries couldadversely affect the economies of the United States and other countries. Concerns about global economic growth have had a significantadverse impact on global financial markets and commodity prices. An oversupply and decreased demand of crude oil in 2020 led to a severedecline in worldwide crude oil prices in 2020.

If the economic climate inthe United States or abroad deteriorates, worldwide demand for petroleum products could further diminish, which could impact the priceat which crude oil and natural gas from our properties are sold, affect the ability of the Company to continue operations and ultimatelymaterially adversely impact our results of operations, financial condition and cash flows.

Conservation measures, technological advancesand increasing attention to ESG matters could materially reduce demand for crude oil and natural gas, availability of capital and adverselyaffect our results of operations.

Fuel conservation measures,alternative fuel requirements, increasing consumer demand for alternatives to crude oil and natural gas, technological advances in fueleconomy and energy-generation devices could reduce demand for crude oil and natural gas. The impact of the changing demand for crude oiland natural gas services and products may have a material adverse effect on our business, financial condition, results of operations andcash flows. It is also possible that the concerns about the production and use of fossil fuels will reduce the sources of financing availableto Pogo. For example, certain segments of the investor community have developed negative sentiment towards investing in the oil and gasindustry. Recent equity returns in the sector versus other industry sectors have led to lower oil and gas representation in certain keyequity market indices. In addition, some investors, including investment advisors and certain sovereign wealth, pension funds, universityendowments and family foundations, have stated policies to divest from, or not provide funding to, the oil and gas sector based on theirsocial and environmental considerations. Furthermore, organizations that provide information to investors on corporate governance andrelated matters have developed ratings processes for evaluating companies on their approach to environmental, social and governance (“ESG”)matters. Such ratings are used by some investors and other financial institutions to inform their investment, financing and voting decisions,and unfavorable ESG ratings may lead to increased negative sentiment toward oil and gas companies from such institutions. Additionally,the SEC proposed rules on climate change disclosure requirements for public companies which, if adopted as proposed, could result in substantialcompliance costs. Certain other stakeholders have also pressured commercial and investment banks to stop financing oil and gas and relatedinfrastructure projects. Such developments, including environmental activism and initiatives aimed at limiting climate change and reducingair pollution, could result in downward pressure on the stock prices of oil and gas companies, and also adversely affect our availabilityof capital.

Risks Related to Environmental and Regulatory Matters

Crude oil and natural gas operations aresubject to various governmental laws and regulations. Compliance with these laws and regulations can be burdensome and expensive for Pogo,and failure to comply could result in Pogo incurring significant liabilities, either of which may impact its willingness to develop ourinterests.

Our activities on the propertiesin which Pogo holds interests are subject to various federal, state and local governmental regulations that may change from time to timein response to economic and political conditions. Matters subject to regulation include drilling operations, production and distributionactivities, discharges or releases of pollutants or wastes, plugging and abandonment of wells, maintenance and decommissioning of otherfacilities, the spacing of wells, unitization and pooling of properties and taxation. From time to time, regulatory agencies have imposedprice controls and limitations on production by restricting the rate of flow of crude oil and natural gas wells below actual productioncapacity to conserve supplies of crude oil and natural gas. Further actions, including actions focused on addressing climate change, maynegatively impact oil and gas operations and favor renewable energy projects in the United States, which may negatively impact the demandfor oil and natural gas.

In addition, the production,handling, storage and transportation of crude oil and natural gas, as well as the remediation, emission and disposal of crude oil andnatural gas wastes, by-products thereof and other substances and materials produced or used in connection with crude oil and natural gasoperations are subject to regulation under federal, state and local laws and regulations primarily relating to protection of worker healthand safety, natural resources and the environment. Failure to comply with these laws and regulations may result in the assessment of sanctionson Pogo, including administrative, civil or criminal penalties, permit revocations, requirements for additional pollution controls andinjunctions limiting or prohibiting some or all of our operations on our properties. Moreover, these laws and regulations have generallyimposed increasingly strict requirements related to water use and disposal, air pollution control, species protection, and waste management,among other matters.

Laws and regulations governingE&P may also affect production levels. Pogo must comply with federal and state laws and regulations governing conservation matters,including, but not limited to:

Additionally, federal andstate regulatory authorities may expand or alter applicable pipeline-safety laws and regulations, compliance with which may requireincreased capital costs for third-party crude oil and natural gas transporters. These transporters may attempt to pass on such coststo Pogo, which in turn could affect profitability on the properties in which Pogo owns an interest.

Pogo must also comply withlaws and regulations prohibiting fraud and market manipulations in energy markets. To the extent Pogo’s properties are shipperson interstate pipelines, they must comply with the tariffs of those pipelines and with federal policies related to the use of interstatecapacity.

Pogo may be required to makesignificant expenditures to comply with the governmental laws and regulations described above and may be subject to potential fines andpenalties if they are found to have violated these laws and regulations. Pogo believes the trend of more expansive and stricter environmentallegislation and regulations will continue. The laws and regulations that affect Pogo could increase the operating costs of Pogo anddelay production and may ultimately impact Pogo’s ability and willingness to develop its properties.

Federal and state legislative and regulatoryinitiatives relating to hydraulic fracturing could cause Pogo to incur increased costs, additional operating restrictions or delays andhave fewer potential development locations.

Pogo engages in hydraulicfracturing. Hydraulic fracturing is a common practice that is used to stimulate production of hydrocarbons from tight formations, includingshales. The process involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rockand stimulate production. Currently, hydraulic fracturing is generally exempt from regulation under the Underground Injection Controlprogram of the U.S. Safe Drinking Water Act (“SDWA”) and is typically regulated by state oil and gas commissions or similaragencies.

However, several federal agencieshave asserted regulatory authority over certain aspects of the process. For example, in June 2016, the Environmental Protection Agency(the “EPA”) published an effluent limit guideline final rule prohibiting the discharge of wastewater from onshore unconventionaloil and gas extraction facilities to publicly owned wastewater treatment plants. Also, from time to time, legislation has been introduced,but not enacted, in the U.S. Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of thechemicals used in the hydraulic fracturing process. This or other federal legislation related to hydraulic fracturing may be consideredagain in the future, though Pogo cannot predict the extent of any such legislation at this time.

Moreover, some states andlocal governments have adopted, and other governmental entities are considering adopting, regulations that could impose more stringentpermitting, disclosure and well-construction requirements on hydraulic fracturing operations, including states in which Pogo’sproperties are located. For example, Texas, among others, has adopted regulations that impose new or more stringent permitting, disclosure,disposal and well construction requirements on hydraulic fracturing operations. States could also elect to prohibit high volume hydraulicfracturing altogether. In addition to state laws, local land use restrictions, such as city ordinances, may restrict drilling in generaland/or hydraulic fracturing in particular.

Increased regulation and attentiongiven to the hydraulic fracturing process, including the disposal of produced water gathered from drilling and production activities,could lead to greater opposition to, and litigation concerning, crude oil and natural gas production activities using hydraulic fracturingtechniques in areas where Pogo owns properties. Additional legislation or regulation could also lead to operational delays or increasedoperating costs for Pogo in the production of crude oil and natural gas, including from the development of shale plays, or could makeit more difficult for Pogo to perform hydraulic fracturing. The adoption of any federal, state or local laws or the implementation ofregulations regarding hydraulic fracturing could potentially cause a decrease in Pogo’s completion of new crude oil and naturalgas wells and result in an associated decrease in the production attributable to Pogo’s interests, which could have a material adverseeffect on Pogo’s business, financial condition and results of operations.

Legislation or regulatory initiatives intendedto address seismic activity could restrict our development and production activities, as well as our ability to dispose of produced watergathered from such activities, which could have a material adverse effect on our future business, which in turn could have a materialadverse effect on our business.

State and federal regulatoryagencies have recently focused on a possible connection between hydraulic fracturing related activities, particularly the undergroundinjection of wastewater into disposal wells, and the increased occurrence of seismic activity, and regulatory agencies at all levels arecontinuing to study the possible linkage between oil and gas activity and induced seismicity. For example, in 2015, the United StatesGeological Study (“USGS”) identified eight states, including New Mexico, Oklahoma and Texas, with areas of increased ratesof induced seismicity that could be attributed to fluid injection or oil and gas extraction.

In addition, a number of lawsuitshave been filed alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federalrules regulating waste disposal. In response to these concerns, regulators in some states are seeking to impose additional requirements,including requirements in the permitting of produced water disposal wells or otherwise to assess the relationship between seismicity andthe use of such wells. For example, the Texas Railroad Commission has previously published a rule governing permitting or re-permittingof disposal wells that would require, among other things, the submission of information on seismic events occurring within a specifiedradius of the disposal well location, as well as logs, geologic cross sections and structure maps relating to the disposal area in question.If the permittee or an applicant of a disposal well permit fails to demonstrate that the produced water or other fluids are confined tothe disposal zone or if scientific data indicates such a disposal well is likely to be or determined to be contributing to seismic activity,then the agency may deny, modify, suspend or terminate the permit application or existing operating permit for that well. The Texas RailroadCommission has used this authority to deny permits for waste disposal wells. In some instances, regulators may also order that disposalwells be shut in. In late 2021, the Texas Railroad Commission issued a notice to operators of disposal wells in the Midland area to reducesaltwater disposal well actions and provide certain data to the commission. Separately, in November 2021, New Mexico implemented protocolsrequiring operators to take various actions within a specified proximity of certain seismic activity, including a requirement to limitinjection rates if a seismic event is of a certain magnitude. As a result of these developments, Pogo may be required to curtail operationsor adjust development plans, which may adversely impact Pogo’s business.

Pogo will likely dispose ofproduced water volumes gathered from their production operations by injecting it into wells pursuant to permits issued by governmentalauthorities overseeing such disposal activities. While these permits will be issued pursuant to existing laws and regulations, these legalrequirements are subject to change, which could result in the imposition of more stringent operating constraints or new monitoring andreporting requirements, owing to, among other things, concerns of the public or governmental authorities regarding such gathering or disposalactivities. The adoption and implementation of any new laws or regulations that restrict Pogo’s ability to use hydraulic fracturingor dispose of produced water gathered from drilling and production activities by limiting volumes, disposal rates, disposal well locationsor otherwise, or requiring them to shut down disposal wells, could have a material adverse effect on Pogo’s business, financialcondition and results of operations.

Restrictions on the ability of to obtainwater may have an adverse effect on our financial condition, results of operations and cash flows.

Water is an essential componentof crude oil and natural gas production during both the drilling and hydraulic fracturing processes. Over the past several years,parts of the country, and in particular Texas, have experienced extreme drought conditions. As a result of this severe drought, some localwater districts have begun restricting the use of water subject to their jurisdiction for hydraulic fracturing to protect local watersupply. Such conditions may be exacerbated by climate change. If Pogo is unable to obtain water to use in their operations from localsources, or if Pogo is unable to effectively utilize flowback water, they may be unable to economically drill for or produce crude oiland natural gas from Pogo’s properties, which could have an adverse effect on Pogo’s financial condition, results of operationsand cash flows.

Pogo’s operations are subject to aseries of risks arising from climate change.

Climate change continues toattract considerable public and scientific attention. As a result, numerous proposals have been made and are likely to continue to bemade at the international, national, regional and state levels of government to monitor and limit emissions of carbon dioxide, methaneand other “greenhouse gases” (“GHGs”). These efforts have included consideration of cap-and-trade programs,carbon taxes, GHG reporting and tracking programs and regulations that directly limit GHG emissions from certain sources.

In the United States, no comprehensiveclimate change legislation has been implemented at the federal level. However, following the U.S. Supreme Court finding that GHG emissionsconstitute a pollutant under the Clean Air Act (the “CAA”), the EPA has adopted regulations that, among other things, establishconstruction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reportingof GHG emissions from certain petroleum and natural gas system sources in the United States, and together with the U.S. Department ofTransportation (the “DOT”), implementing GHG emissions limits on vehicles manufactured for operation in the United States.The regulation of methane from oil and gas facilities has been subject to uncertainty in recent years. In September 2020, the Trump Administrationrevised prior regulations to rescind certain methane standards and remove the transmission and storage segments from the source categoryfor certain regulations. However, subsequently, the U.S. Congress approved, and President Biden signed into law, a resolution under theCongressional Review Act to repeal the September 2020 revisions to the methane standards, effectively reinstating the prior standards.Additionally, in November 2021, the EPA issued a proposed rule that, if finalized, would establish OOOO(b) new source and OOOO(c) first-timeexisting source standards of performance for methane and volatile organic compound emissions for oil and gas facilities. Operators ofaffected facilities will have to comply with specific standards of performance to include leak detection using optical gas imaging andsubsequent repair requirement, and reduction of emissions by 95% through capture and control systems. The EPA issued supplemental rulesregarding methane emissions on December 6, 2022. The IRA established the Methane Emissions Reduction Program, which imposes a charge onmethane emissions from certain petroleum and natural gas facilities, which may apply to our operations in the future and may require usto expend material sums. We cannot predict the scope of any final methane regulatory requirements or the cost to comply with such requirements.Given the long-term trend toward increasing regulation, future federal GHG regulations of the oil and gas industry remain a significantpossibility.

Separately, various statesand groups of states have adopted or are considering adopting legislation, regulation or other regulatory initiatives that are focusedon such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. For example,New Mexico has adopted regulations to restrict the venting or flaring of methane from both upstream and midstream operations. At the internationallevel, the United Nations-sponsored “Paris Agreement” requires member states to submit non-binding, individually-determinedreduction goals known as Nationally Determined Contributions every five years after 2020. President Biden recommitted the United Statesto the Paris Agreement and, in April 2021, announced a goal of reducing the United States’ emissions by 50-52% below 2005 levelsby 2030. Additionally, at the 26^th Conference of the Parties to the United Nations Framework Convention on Climate Change (“COP26”)in Glasgow in November 2021, the United States and the European Union jointly announced the launch of a Global Methane Pledge, an initiativecommitting to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030, including “all feasiblereductions” in the energy sector. However, in January 2025, President Trump withdrew from the Paris Agreement. The full impact ofthese actions cannot be predicted at this time.

Governmental, scientific,and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the UnitedStates, including climate change related pledges made by certain candidates now in public office. Litigation risks are also increasingas a number of entities have sought to bring suit against various oil and natural gas companies in state or federal court, alleging amongother things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that thecompanies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failingto adequately disclose those impacts.

There are also increasingfinancial risks for fossil fuel producers as shareholders currently invested in fossil-fuel energy companies may elect in the future toshift some or all of their investments into non-fossil fuel related sectors. Institutional lenders who provide financing to fossil fuelenergy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding forfossil fuel energy companies. For example, at COP26, the Glasgow Financial Alliance for Net Zero (“GFANZ”) announced thatcommitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero goals. The varioussub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing,and/or underwriting activities to net zero emissions by 2050. There is also a risk that financial institutions will be required to adoptpolicies that have the effect of reducing the funding provided to the fossil fuel sector. In late 2020, the Federal Reserve announcedthat is has joined the Network for Greening the Financial System, a consortium of financial regulators focused on addressing climate-relatedrisks in the financial sector. Subsequently, in November 2021, the Federal Reserve issued a statement in support of the efforts of theNetwork for Greening the Financial System to identify key issues and potential solutions for the climate-related challenges most relevantto central banks and supervisory authorities. Limitation of investments in and financing for fossil fuel energy companies could resultin the restriction, delay or cancellation of drilling programs or development or production activities. Additionally, the SEC announcedits intention to promulgate rules requiring climate disclosures. Although the form and substance of these requirements is not yet known,this may result in additional costs to comply with any such disclosure requirements.

The adoption and implementationof new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringentstandards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil andnatural gas or generate the GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demandfor oil and natural gas, which could reduce the profitability of Pogo’s interests. Additionally, political, litigation and financialrisks may result in Pogo restricting or cancelling production activities, incurring liability for infrastructure damages as a result ofclimatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce the profitability ofits interests. One or more of these developments could have a material adverse effect on Pogo’s business, financial condition andresults of operation.

Climate change may also resultin various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrologicalpatterns, that could adversely impact our operations, as well as those of our operators and their supply chains. Such physical risks mayresult in damage to operators’ facilities or otherwise adversely impact their operations, such as if they become subject to wateruse curtailments in response to drought, or demand for their products, such as to the extent warmer winters reduce the demand for energyfor heating purposes.

Increased attention to ESG matters and conservationmeasures may adversely impact our business.

Increasing attention to climatechange, societal expectations on companies to address climate change, investor and societal expectations regarding voluntary ESG disclosuresand consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, andincreased investigations and litigation. Increasing attention to climate change and environmental conservation, for example, may resultin demand shifts for oil and natural gas products and additional governmental investigations and private litigation against Pogo. Additionally,the SEC proposed rules on climate change disclosure requirements for public companies which, if adopted as proposed, could result in substantialcompliance costs. To the extent that societal pressures or political or other factors are involved, it is possible that such liabilitycould be imposed without regard to our causation of, or contribution to, the asserted damage, or to other mitigating factors.

Moreover, while Pogo may createand publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are basedon hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts ofexpected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and maybe prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach toidentifying, measuring and reporting on many ESG matters.

In addition, organizationsthat provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companieson their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. UnfavorableESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increasednegative investor sentiment toward Pogo and its industry and to the diversion of investment to other industries, which could have a negativeimpact on Pogo’s access to and costs of capital. Also, institutional lenders may decide not to provide funding for fossil fuel energycompanies based on climate change related concerns, which could affect Pogo’s access to capital for potential growth projects.

Our results of operations may be materiallyimpacted by efforts to transition to a lower-carbon economy.

Concerns over the risk ofclimate change have increased the focus by global, regional, national, state and local regulators on GHG emissions, including carbon dioxideemissions, and on transitioning to a lower-carbon future. A number of countries and states have adopted, or are considering the adoptionof, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap andtrade regimes, carbon taxes, increased efficiency standards, prohibitions on the sales of new automobiles with internal combustion engines,and incentives or mandates for battery-powered automobiles and/or wind, solar or other forms of alternative energy. Compliance with changesin laws, regulations and obligations relating to climate change could result in increased costs of compliance for Pogo or costs of consumingcrude oil and natural gas for such products, and thereby reduce demand, which could reduce the profitability of Pogo. For example, Pogomay be required to install new emission controls, acquire allowances or pay taxes related to their greenhouse gas emissions, or otherwiseincur costs to administer and manage a GHG emissions program. Additionally, Pogo could incur reputational risk tied to changing customeror community perceptions of its, customers contribution to, or detraction from, the transition to a lower-carbon economy. These changingperceptions could lower demand for oil and gas products, resulting in lower prices and lower revenues as consumers avoid carbon-intensiveindustries, and could also pressure banks and investment managers to shift investments and reduce lending.

Separately, banks and otherfinancial institutions, including investors, may decide to adopt policies that restrict or prohibit investment in, or otherwise funding,Pogo based on climate change-related concerns, which could affect its or Pogo’s access to capital for potential growth projects.

Approaches to climate changeand transition to a lower-carbon economy, including government regulation, company policies, and consumer behavior, are continuouslyevolving. At this time, Pogo cannot predict how such approaches may develop or otherwise reasonably or reliably estimate their impacton its or its operators’ financial condition, results of operations and ability to compete. However, any long-term materialadverse effect on the oil and gas industry may adversely affect Pogo’s financial condition, results of operations and cash flows.

Additional restrictions on development activitiesintended to protect certain species of wildlife may adversely affect our ability to conduct development activities.

In the United States, theEndangered Species Act (the “ESA”) restricts activities that may affect endangered or threatened species or their habitats.Similar protections are offered to migratory birds under the Migratory Bird Treaty Act (the “MBTA”). To the extent speciesthat are listed under the ESA or similar state laws, or are protected under the MBTA, live in the areas where Pogo operates, our abilityto conduct or expand operations could be limited, or Pogo could be forced to incur additional material costs. Moreover, our developmentdrilling activities may be delayed, restricted or precluded in protected habitat areas or during certain seasons, such as breeding andnesting seasons. For example, in June 2021, the U.S. Fish & Wildlife Service (the “FWS”) proposed to list two distinctpopulation sections (“DPS”) of the Lesser Prairie Chicken, including one in portions of the Permian Basin, under the ESA (the“southern DPS”). On November 25, 2022, the FWS finalized the proposed rule, listing the southern DPS of the Lesser Prairie-Chickenas endangered and the northern DPS of the Lesser Prairie-Chicken as threatened.

Recently, there have alsobeen renewed calls to review protections currently in place for the dunes sagebrush lizard, whose habitat includes parts of the PermianBasin, and to reconsider listing the species under the ESA.

In addition, as a result ofone or more settlements approved by the FWS, the agency was required to make a determination on the listing of numerous other speciesas endangered or threatened under the ESA by the end of the FWS’ 2017 fiscal year. The FWS did not meet that deadline, but continuesto evaluate whether to take action with respect to those species. The designation of previously unidentified endangered or threatenedspecies could cause our operations to become subject to operating restrictions or bans, and limit future development activity in affectedareas. The FWS and similar state agencies may designate critical or suitable habitat areas that they believe are necessary for the survivalof threatened or endangered species. Such a designation could materially restrict use of or access to federal, state and private lands.

Risks Related to Our Financial and Debt Arrangements

Restrictions in our current and future debtagreements and credit facilities could limit our growth and our ability to engage in certain activities.

Our current Term Loan (asdefined herein) contains certain customary representations and warranties and various covenants and restrictive provisions that limitour ability to, among other things:

A failure to comply with theprovisions of the Term Loan could result in an event of default, which could enable the Lender to declare, subject to the terms and conditionsof the Term Loan, any outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable.If the payment of the debt is accelerated, cash flows from our operations may be insufficient to repay such debt in full. The Term Loancontains events of default customary for transactions of this nature, including the occurrence of a change of control.

If we are unable to comply with the restrictionsand covenants in our debt agreements, there could be an event of default under the terms of such agreements, which could result in anacceleration of repayment.

If we are unable to complywith the restrictions and covenants in the Term Loan Agreement, the Seller Promissory Note or any future debt agreement or if we defaultunder the terms of the Term Loan Agreement, the Seller Promissory Note or any future debt agreement, there could be an event of default.Our ability to comply with these restrictions and covenants, including meeting any financial ratios and tests, may be affected by eventsbeyond our control. We cannot assure that we will be able to comply with these restrictions and covenants or meet such financial ratiosand tests. In the event of a default under the Term Loan Agreement, the Seller Promissory Note or any future debt agreement, the lenderscould terminate accelerate the loans and declare all amounts borrowed due and payable. If any of these events occur, our assets mightnot be sufficient to repay in full all of our outstanding indebtedness and we may be unable to find alternative financing. Even if wecould obtain alternative financing, it might not be on terms that are favorable or acceptable to us. Additionally, we may not be ableto amend the Term Loan Agreement, the Seller Promissory Note or any future debt agreement or obtain needed waivers on satisfactory terms.There can be no assurance that, if needed to avoid noncompliance with our debt agreements in the future, we will obtain the necessarywaivers from the applicable lenders on satisfactory terms or at all. As a result, there could be an event of default under such agreements,which could result in an acceleration of repayment.

Our debt levels may limit our flexibilityto obtain additional financing and pursue other business opportunities.

Our existing and any futureindebtedness could have important consequences to it, including:

Our ability to service ourindebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailingeconomic conditions and financial, business, regulatory and other factors, some of which are beyond its control. If our operating resultsare not sufficient to service its current or future indebtedness, we will be forced to take actions such as reducing distributions, reducingor delaying business activities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing itsindebtedness, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactoryterms or at all.

Our borrowings under the Term Loan Agreementexpose us to interest rate risk.

Our results of operationsare exposed to interest rate risk associated with borrowings under the Term Loan Agreement, which bears interest at rates based on theSecured Overnight Financing Rate (“SOFR”) or an alternative floating interest rate benchmark. In response to inflation, theU.S. Federal Reserve increased interest rates multiple times in 2022 through 2024 and signaled that additional interest rate increasesmay be expected in 2025. Raising or lowering of interest rates by the U.S. Federal Reserve generally causes an increase or decrease, respectively,in SOFR and other floating interest rate benchmarks. As such, if interest rates increase, so will our interest costs. If interest ratescontinue to increase, it may have a material adverse effect on our results of operations and financial condition.

Risks Related to Our Common Stock and this Offering

Our stock price may be volatile, which could result in substantiallosses to investors and litigation.

In addition to changes tomarket prices based on our results of operations and the factors discussed elsewhere in this “Risk Factors” section,the market price of and trading volume for our Class A Common Stock may change for a variety of other reasons, not necessarily relatedto our actual operating performance. The capital markets have experienced extreme volatility that has often been unrelated to the operatingperformance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A Common Stock.In addition, the average daily trading volume of the securities of small companies can be very low, which may contribute to future volatility.Factors that could cause the market price of our Class A Common Stock to fluctuate significantly include:

Any of these factors, as wellas broader market and industry factors, may result in large and sudden changes in the trading volume of our Class A Common Stock and couldseriously harm the market price of our Class A Common Stock, regardless of our operating performance. This may prevent you from beingable to sell your shares at or above the price you paid for your shares of our Class A Common Stock, if at all. In addition, followingperiods of volatility in the market price of a company’s securities, stockholders often institute securities class action litigationagainst that company. Our involvement in any class action suit or other legal proceeding could divert our senior management’s attentionand could adversely affect our business, financial condition, results of operations and prospects.

The sale or availability for sale of substantialamounts of our Class A Common Stock could adversely affect the market price of our Class A Common Stock.

Sales of substantial amountsof shares of our Class A Common Stock, or the perception that these sales could occur, could adversely affect the market price of ourClass A Common Stock and could impair our future ability to raise capital through common stock offerings.

We have never paid cash dividends on ourClass A Common Stock and do not anticipate paying any cash dividends on our Class A Common Stock.

We have never paid cash dividendsand do not anticipate paying any cash dividends on our Class A Common Stock in the foreseeable future. We currently intend to retain anyearnings to finance our operations and growth. As a result, any short-term return on your investment will depend on the market price ofour Class A Common Stock, and only appreciation of the price of our Class A Common Stock, which may never occur, will provide a returnto stockholders. The decision whether to pay dividends will be made by our board of directors in light of conditions then existing, including,but not limited to, factors such as our financial condition, results of operations, capital requirements, business conditions, and covenantsunder any applicable contractual arrangements. Investors seeking cash dividends should not invest in our Class A Common Stock.

If equity research analysts do not publishresearch or reports about our business, or if they issue unfavorable commentary or downgrade our Class A Common Stock, the market priceof our Class A Common Stock will likely decline.

The trading market for ourClass A Common Stock will rely in part on the research and reports that equity research analysts, over whom we have no control, publishabout us and our business. We may never obtain research coverage by securities and industry analysts. If no securities or industry analystscommence coverage of our company, the market price for our Class A Common Stock could decline. In the event we obtain securities or industryanalyst coverage, the market price of our Class A Common Stock could decline if one or more equity analysts downgrade our Class A CommonStock or if those analysts issue unfavorable commentary, even if it is inaccurate, or cease publishing reports about us or our business.

The NYSE American may delist our securitiesfrom trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additionaltrading restrictions.

We have listed our ClassA Common Stock and Public Warrants on the NYSE American. Although we have met the minimum initial listing standards set forth in theNYSE American rules, we cannot assure you that our securities will be, or will continue to be, listed on the NYSE American in the future.In order to continue listing our securities on the NYSE American, we must maintain certain financial, distribution and stock price levels.Generally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders ofour securities (generally 300 public holders).

On April 17, 2024, we receiveda notice from the NYSE American that we were not in compliance with NYSE American listing standards as a result of our failure to timelyfile our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the SEC. On May 3, 2024, we filed our Annual Reporton Form 10-K for the fiscal year ended December 31, 2023, and regained compliance with NYSE American rules. Although we believe thatthe failure to timely file our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 was primarily as a result of theadditional time needed to account for the Purchase and we expect to file our required subsequent reports in a timely fashion, there canbe no assurance that we will be able to timely file required reports or meet other continued listing requirements in the future. However,in determining whether to afford a company a cure period prior to commencing suspension or delisting procedures, the NYSE American analyzesall relevant facts including any past history of late filings, and thus the late filing of our Annual Report on Form 10-K for the fiscalyear ended December 31, 2023 could be used as a factor by the NYSE American in any future decision to delist our securities from tradingon its exchange.

If the NYSE American delistsour securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expectour securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverseconsequences, including:

As a result of our prior status as a specialpurpose acquisition company (“SPAC”), regulatory obligations may impact us differently than other publicly traded companies.

We became a publicly tradedcompany by completing the Purchase as a special purpose acquisition company (a “SPAC”). As a result of the Purchase, andthe transactions contemplated thereby, our regulatory obligations have, and may continue to impact us differently than other publiclytraded companies. For instance, the SEC and other regulatory agencies may issue additional guidance or apply further regulatory scrutinyto companies like us that have completed a business combination with a SPAC. Managing this regulatory environment, which has and maycontinue to evolve, could divert management’s attention from the operation of our business, negatively impact our ability to raisecapital when needed, or have an adverse effect on the price of our Class A Common Stock.

We may redeem your Public Warrants priorto their exercise at a time that is disadvantageous to you, thereby making such warrants worthless.

We may redeem your PublicWarrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless. We have the abilityto redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 perwarrant, provided that the closing price of the shares of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted forshare subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 tradingday period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrantholders. Pleasenote that the closing price of our Class A Common Stock has not exceeded $18.00 per share for any of the 30 trading days prior to thedate of this prospectus. We will not redeem the warrants as described above unless a registration statement under the Securities Actcovering the shares of the Class A Common Stock issuable upon exercise of such warrants is effective and a current prospectus relatingto shares of the Class A Common Stock is available throughout the 30-day redemption period. If and when the Public Warrants becomeredeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for saleunder all applicable state securities laws. Redemption of the outstanding Public Warrants could force you (i) to exercise your PublicWarrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your PublicWarrants at the then-current market price when you might otherwise wish to hold your Public Warrants, or (iii) to accept thenominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantiallyless than the market value of your Public Warrants.

The value received upon exerciseof the Public Warrants (1) may be less than the value the holders would have received if they had exercised their Public Warrantsat a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Public Warrants.The fair value of the Public Warrants that may be retained by redeeming shareholders is $1.1 million based on recent trading prices,and 8,625,000 Public Warrants held by public shareholders.

We may amend the terms of the Public Warrantsin a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then-outstanding PublicWarrants. As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number ofshares of our Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without a holder’s approval.

Our Public Warrants wereissued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, andus. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder (i) to cure anyambiguity or to correct any mistake, including to conform the provisions therein to the descriptions of the terms of the warrants, orto cure, correct or supplement any defective provision, or (ii) to add or change any other provisions with respect to matters orquestions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the partiesdeem to not adversely affect the interests of the registered holders of the warrants. The warrant agreement requires the approval bythe holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of theregistered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder ifholders of at least 50% of the then-outstanding Public Warrants approve of such amendment. Although our ability to amend the termsof the Public Warrants with the consent of at least 50% of the then-outstanding Public Warrants is unlimited, examples of such amendmentscould be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock (ata ratio different than initially provided), shorten the exercise period or decrease the number of shares of our Class A Common Stockpurchasable upon exercise of a warrant.

Purchases made pursuant to the Common StockPurchase Agreement will be made at a discount to the volume weighted average price of Class A Common Stock, which may result in negativepressure on the stock price following the Closing of the Purchase.

On October 17, 2022, we enteredinto a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement) and a related registration rights agreement (the“White Lion RRA”) with White Lion Capital, LLC (“White Lion”). Pursuant to the Common Stock Purchase Agreement,we have the right, but not the obligation to require White Lion to purchase, from time to time, up to $150,000,000 in aggregate grosspurchase price of newly issued shares of Class A Common Stock, subject to certain limitations and conditions set forth in the CommonStock Purchase Agreement.

We are obligated under theCommon Stock Purchase Agreement and the White Lion RRA to file a registration statement with the SEC to register the Class A Common Stockunder the Securities Act of 1933, as amended, for the resale by White Lion of shares of Class A Common Stock that we may issueto White Lion under the Common Stock Purchase Agreement. We have sold approximately $10.3 million in shares of our Class A Common Stockpursuant to the Common Stock Purchase Agreement, and we may receive proceeds of up to approximately $139.7 million remaining under thefacility from the sale of the shares of Class A Common Stock to White Lion under the Common Stock Purchase Agreement. To date, White Lionhas resold 14,800,000 shares, with 2,200,000 shares remaining registered but unissued and not resold pursuant to another registrationstatement on Form S-1 (File no: 333-284447). Therefore, we have filed the registration statement that includes this prospectus with theSEC to register under the Securities Act an additional 10,000,000 shares of Class A Common Stock that we may issue to White Lion underthe Common Stock Purchase Agreement.

The purchase price to bepaid by White Lion for any such shares will equal 96% of the lowest daily volume-weighted average price of Class A Common Stockduring a period of two consecutive trading days following the applicable Notice Date.

Such purchases will diluteour stockholders and could adversely affect the prevailing market price of our Class A Common Stock and impair our ability to raise capitalthrough future offerings of equity or equity-linked securities, although we intend to carefully control such purchases as to minimizethe impact. Accordingly, the adverse market and price pressures resulting from the purchase and registration of Class A Common Stockpursuant to the Common Stock Purchase Agreement may continue for an extended period of time and continued negative pressure on the marketprice of our Class A Common Stock could have a material adverse effect on our ability to raise additional equity capital.

It is not possible to predict the actualnumber of shares of Class A Common Stock, if any, we will sell under the Common Stock Purchase Agreement to White Lion or the actualgross proceeds resulting from those sales.

We generally have the rightto control the timing and amount of any sales of the Class A Common Stock to White under the Common Stock Purchase Agreement. Sales ofClass A Common Stock, if any, to White Lion under the Common Stock Purchase Agreement will depend upon market conditions and other factorsto be determined by us. We may ultimately decide to sell to White Lion all, some or none of the Class A Common Stock that may be availablefor us to sell to White Lion pursuant to the Common Stock Purchase Agreement.

Because the purchase priceper share of Class A Common Stock to be paid by White Lion will fluctuate based on the market prices of the Class A Common Stock at thetime we elect to sell Class A Common Stock to White Lion pursuant to the Common Stock Purchase Agreement, if any, it is not possiblefor us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of Class A Common Stock that wewill sell to White Lion under the Common Stock Purchase Agreement, the purchase price per share that White Lion will pay for Class ACommon Stock purchased from us under the Common Stock Purchase Agreement, or the aggregate gross proceeds that we will receive from thosepurchases by White Lion under the Common Stock Purchase Agreement.

The number of shares of ClassA Common Stock ultimately offered for sale by White Lion is dependent upon the number of shares of Class A Common Stock, if any, we ultimatelyelect to sell to White Lion under the Common Stock Purchase Agreement. However, even if we elect to sell Class A Common Stock to WhiteLion pursuant to the Common Stock Purchase Agreement, White Lion may resell all, some or none of such shares at any time or from timeto time in its sole discretion and at different prices.

Because the purchase priceper share to be paid by White Lion for the shares of Class A Common Stock that we may elect to sell to White Lion under the Common StockPurchase Agreement, if any, will fluctuate based on the market prices of our Class A Common Stock for each purchase made pursuant tothe Common Stock, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the numberof shares of Class A Common Stock that we will sell to White Lion under the Common Stock Purchase Agreement, the purchase price per sharethat While Lion will pay for shares purchased from us under the Common Stock Purchase Agreement, or the aggregate gross proceeds thatwe will receive from those purchases by White Lion under the Purchase Agreement, if any.

Moreover, although the CommonStock Purchase Agreement provides that we may sell up to an aggregate of $150,000,000 of our Class A Common Stock to White Lion (of whichproceeds of approximately $10.3 million from the issuance and sale of 14,800,000 shares have been previously received by the Company,with approximately $139.7 million in available proceeds remaining under the Common Stock Purchase Agreement), we have previously registeredonly 17,000,000 shares of our Class A Common Stock in the Prior Registration Statements and we are registering an additional 10,000,000ELOC Shares hereby. If we elect to sell to White Lion all of the ELOC Shares registered for resale (including the shares registered underthe Prior Registration Statement), depending on the market prices of our Class A Common Stock for each purchase made pursuant to the CommonStock Purchase Agreement, the actual gross proceeds from the sale of the shares may be substantially less than the $150,000,000 totalcommitment available to us under the Common Stock Purchase Agreement. If it becomes necessary for us to issue and sell to White Lion underthe Common Stock Purchase Agreement more shares than the ELOC Shares being registered for resale under this prospectus in order to receiveaggregate gross proceeds equal to $150,000,000 under the Common Stock Purchase Agreement, we must file with the SEC additional registrationstatements to register under the Securities Act the resale by White Lion of any such additional shares of our Class A Common Stock overthe ELOC Shares registered in this Registration Statement that we wish to sell from time to time under the Common Stock Purchase Agreement,which the SEC must declare effective, in each case before we may elect to sell any additional shares of our Class A Common Stock to WhiteLion under the Common Stock Purchase Agreement.

Any issuance and sale byus under the Common Stock Purchase Agreement of a substantial amount of shares of Class A Common Stock in addition to the ELOC Sharesbeing registered for resale by White Lion under this prospectus could cause additional substantial dilution to our stockholders. Thenumber of shares of our Class A Common Stock ultimately offered for sale by White Lion is dependent upon the number of shares of ClassA Common Stock, if any, we ultimately sell to White Lion under the Common Stock Purchase Agreement.

The sale and issuance of Class A CommonStock to White Lion will cause dilution to our existing securityholders, and the resale of the Class A Common Stock acquired by WhiteLion, or the perception that such resales may occur, could cause the price of our Class A Common Stock to decrease.

The purchase price per shareof Class A Common Stock to be paid by White Lion for additional shares of Class A Common Stock that we may elect to sell to White Lionunder the Common Stock Purchase Agreement, if any, will fluctuate based on the market prices of our Class A Common Stock at the timewe elect to sell Class A Common Stock to White Lion pursuant to the Common Stock Purchase Agreement. Depending on market liquidity atthe time, resales of such Class A Common Stock by White Lion may cause the trading price of our Class A Common Stock to decrease.

If and when we elect to selladditional shares of Class A Common Stock to White Lion registered hereunder, sales of newly issued Class A Common Stock by us to WhiteLion could result in substantial dilution to the interests of existing holders of our Class A Common Stock. Additionally, the sale ofa substantial number of Class A Common Stock to White Lion, or the anticipation of such sales, could make it more difficult for us tosell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

We expect to grant equityawards to employees and directors under our equity incentive plans. We may also raise capital through equity financings in the future.As part of our business strategy, we may make or receive investments in companies, solutions or technologies and issue equity securitiesto pay for any such acquisition or investment. Any such issuances of additional share capital may cause shareholders to experience significantdilution of their ownership interests and the per share value of our Class A Common Stock to decline.

Investors who buy shares at different timeswill likely pay different prices.

Pursuant to the Common StockPurchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to WhiteLion. If and when we do elect to sell additional shares of our Class A Common Stock to White Lion pursuant to the Common Stock PurchaseAgreement, after White Lion has acquired such shares, White Lion may resell all, some or none of such shares at any time or from timeto time in its discretion and at different prices. As a result, investors who purchase shares from White Lion in this offering at differenttimes will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantialdilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchasefrom White Lion in this offering as a result of future sales made by us to White Lion at prices lower than the prices such investorspaid for their shares in this offering.

Management will have broad discretion asto the use of the proceeds from the sale of shares to White Lion, and uses may not improve our financial condition or market value.

Because we have not designatedthe amount of net proceeds from the sale of shares of our Class A Common Stock to be used for any particular purpose, our managementwill have broad discretion as to the application of such net proceeds and could use them for purposes other than those contemplated hereby.Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value.

The JOBS Act permits “emerging growthcompanies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companiesthat are not emerging growth companies.

We qualify as an “emerginggrowth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take advantageof certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies,including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reportingunder Section 404 of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachutevoting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth companyuntil the earliest of (a) the last day of the fiscal year (i) following February 10, 2027, the fifth anniversaryof our IPO, (ii) in which we have total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuantto SEC rules from time to time) or (iii) in which we are deemed to be a large accelerated filer, which means the market value ofour Class A Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our priorsecond fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt duringthe prior three year period.

In addition, Section 107of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accountingstandards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growthcompany can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that applyto non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to irrevocably opt out of suchextended transition period, which means that when a standard is issued or revised and it has different application dates for public orprivate companies, we will adopt the new or revised standard at the time public companies adopt the new or revised standard. This maymake comparison of our financial statements with another emerging growth company that has not opted out of using the extended transitionperiod difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investorswill find our Class A Common Stock less attractive because we will rely on these exemptions. If some investors find our Class A CommonStock less attractive as a result, there may be less active trading market for our Class A Common Stock and our stock price may be morevolatile.

The Second A&R Charter designates statecourts within the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by ourstockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors,officers, employees or agents.

The Second A&R Charterprovides that, unless we consent in writing to the selection of an alternative forum, (a) the Court of Chancery of the State ofDelaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceedingbrought on behalf of the company, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by,any current or former director, officer, employee or agent of the company to us or our stockholders, or a claim of aiding and abettingany such breach of fiduciary duty, (iii) any action asserting a claim against us or any of our directors, officers, employees oragents arising pursuant to any provision of the DGCL, the Second A&R Charter (as may be amended, restated, modified, supplementedor waived from time to time), (iv) any action to interpret, apply, enforce or determine the validity of the Second A&R Charter(as may be amended, restated, modified, supplemented or waived from time to time), (v) any action asserting a claim against us orany of our directors, officers, employees or agents that is governed by the internal affairs doctrine or (vi) any action assertingan “internal corporate claim” as that term is defined in Section 115 of the DGCL.

In addition, the Second A&RCharter provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United Statesof America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint assertinga cause of action arising under the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing,the Second A&R Charter provides that the exclusive forum provision will not apply to claims seeking to enforce any liability or dutycreated by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.

This choice of forum provisionmay limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of ourdirectors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholderswill not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively,if a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceablein an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business,operating results and financial condition.

The Second A&R Charter contains a waiverof the corporate opportunities doctrine for our directors and officers, and therefore such persons have no obligations to make opportunitiesavailable to us.

The “corporate opportunities”doctrine provides that directors and officers of a corporation, as part of their duty of loyalty to the corporation and its shareholders,generally have a fiduciary duty to disclose opportunities to the corporation that are related to its business and are prohibited frompursuing those opportunities unless the corporation determines that it is not going to pursue them. Our amended and restated certificateof incorporation waives the corporate opportunities doctrine. It states that, to the extent allowed by law, the doctrine of corporateopportunity, or any other analogous doctrine, shall not apply with respect to us or any of our officers or directors or any of theirrespective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractualobligations they may have as of the date of the amended and restated certificate of incorporation or in the future, and we renounce anyexpectancy that any of pir directors or officers will offer any such corporate opportunity of which he or she may become aware to us,except, the doctrine of corporate opportunity shall apply with respect to any of our directors or officers with respect to a corporateopportunity that was offered to such person solely in his or her capacity as a director or officer of the company and (i) such opportunityis one that we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (ii) thedirector or officer is permitted to refer that opportunity to us without violating any legal obligation.

Our directors and officersor their respective affiliates may pursue acquisition opportunities that may be complementary to our business and, as a result of thewaiver described above, those acquisition opportunities may not be available to us. In addition, our directors and officers or theirrespective affiliates may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, couldenhance its investment, even though such transactions might involve risks to you.

We are a holding company with no operationsof our own, and we depend on our subsidiaries for cash to fund all of our operations, taxes and other expenses and any dividends thatwe may pay.

Our operations are conductedentirely through our subsidiaries. Our ability to generate cash to meet our debt and other obligations, to cover all applicable taxespayable and to declare and pay any dividends on our Class A Common Stock is dependent on the earnings and the receipt of funds throughdistributions from our subsidiaries. Our subsidiaries’ respective abilities to generate adequate cash depends on a number of factors,including development of reserves, successful acquisitions of complementary properties, advantageous drilling conditions, natural gas,oil prices, compliance with all applicable laws and regulations and other factors.

Because the currently outstanding sharesof Class A Common Stock that are being registered in this prospectus represent a substantial percentage of our outstanding Class A CommonStock, the sale of such securities could cause the market price of our Class A Common Stock to decline significantly.

This prospectus relates to(a) the offer and issuance of up to an aggregate of 17,498,800 shares of our Class A Common Stock (the Resale Securities), consistingof: (i) 2,000,000 shares of Class A Common Stock that were previously issued to FK Venture LLC in consideration of (A) certain SouthJustis Field Assets purchased by the Company pursuant to a Purchase and Sale Agreement (“PSA”) dated June 17, 2025 by theCompany and the Sellers named therein and (B) services pursuant to a Master Services Agreement executed contemporaneously with the PSA,(ii) 76,300 shares of Class A Common Stock issued to Howie Energy Holdings, LLC for services to the Company, (iii) 22,500 shares of ClassA Common Stock issued to Windspeaker Limited for services to the Company, (iv) up to 2,400,000 shares of Class A Common Stock which maybe issued to White Lion upon conversion of a convertible promissory note in the principal amount of $600,000 issued by the Company toWhite Lion on July 11, 2025 pursuant to a Note Purchase Agreement dated July 11, 2025, (v) up to 3,000,000 shares of Class A Common Stockwhich are issuable upon exercise of $5,600,000 in convertible promissory notes originally issued by the Company to certain investorsbetween November 2024 and May 2025 and which have been subsequently purchased by White Lion from such investors, including from the Company’sCFO and a board member of the Company, in private sales transactions , and (vi) up to 10,000,000 shares of Class A Common Stock (ELOCShares) that we may sell to White Lion from time to time at our sole discretion, pursuant to the Common Stock Purchase Agreement datedOctober 17, 2022.

The number of shares of Class A Common Stock that the Selling Securityholderscan sell into the public markets pursuant to this prospectus represents a significant amount of our outstanding shares of Class A CommonStock. As of July 25, 2025, there were 36,225,057 shares of Class A Common Stock outstanding. If all shares are being registered herebywere sold, it would comprise approximately 48.3% of our total shares of Class A Common Stock outstanding. Given the substantial numberof shares of Class A Common Stock registered pursuant to this prospectus, the sale of Class A Common Stock by the Selling Securityholders,or the perception in the market that the Selling Securityholders of a large number of shares of Class A Common Stock intend to sell ClassA Common Stock, could increase the volatility of the market price of our Class A Common Stock or result in a significant decline in thepublic trading price of our Class A Common Stock.

In addition, even thoughthe current market price of our Class A Common Stock is significantly below the price at the time of our initial public offering, certainSelling Securityholders have an incentive to sell because they have purchased their Class A Common Stock at prices lower than the currenttrading price of the Class A Common Stock, and they may profit even under circumstances in which our public stockholders or certain otherSelling Securityholders would experience losses in connection with their investment.

Public stockholders of CommonStock have likely paid significantly more than certain of the Selling Securityholders for their Class A Common Stock and would not expectto see a positive return unless the price of the Class A Common Stock appreciates above the price at which such stockholders purchasedtheir Class A Common Stock. Investors who purchase Class A Common Stock on the NYSE American following the Purchase are unlikely to experiencea similar rate of return on the Class A Common Stock they purchase due to differences in the purchase prices and the current tradingprice referenced above. In addition, sales by the Selling Securityholders may cause the trading prices of our securities to experiencea decline. As a result, the Selling Securityholders may effect sales of Class A Common Stock at prices significantly below the currentmarket price, which could cause market prices to decline further.

Investors who purchase ClassA Common Stock on the NYSE American following the Purchase are unlikely to experience a similar rate of return on the Class A CommonStock they purchase due to differences in the purchase prices and the current trading price referenced above. In addition, sales by theSelling Securityholders may cause the trading prices of our securities to experience a decline. As a result, the Selling Securityholdersmay effect sales of Class A Common Stock at prices significantly below the current market price, which could cause market prices to declinefurther.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under“Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations,” “Business,” and elsewhere in this prospectus constitute forward-looking statements. Thesestatements involve risks known to us, significant uncertainties, and other factors which may cause our actual results, levels of activity,performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressedor implied by those forward-looking statements. All statements, other than statements of present or historical fact, included in thisprospectus concerning our strategy, future operations, financial condition, estimated revenues and losses, projected costs, prospects,plans and objectives of management are forward-looking statements. Words such as “could,” “believe,” “should,”“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”“expect,” “project,” the negative of such terms and other similar expressions are used to identify forward-lookingstatements, although not all forward-looking statements contain such identifying words. Without limiting the generality of the foregoing,forward-looking statements contained in this prospectus include statements regarding our financial position, business strategy and otherplans and objectives for future operations or transactions, and expectations and intentions regarding outstanding litigation. These forward-lookingstatements are based on current expectations and assumptions of management about future events and are based on currently available informationas to the outcome and timing of future events. Such forward-looking statements can be affected by assumptions used or by known or unknownrisks or uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the development,production, gathering and sale of oil and natural gas. Consequently, no forward-looking statements can be guaranteed.

A forward-looking statementmay include a statement of the assumptions or bases underlying the forward-looking statement. We believe that it has chosen these assumptionsor bases in good faith and that they are reasonable. However, when considering these forward-looking statements, you should keep in mindthe risk factors and other cautionary statements described under the heading “Risk Factors”. Actual results may vary materially.You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible topredict or identify all such factors and should not consider the following list to be a complete statement of all potential risks anduncertainties. Factors that could cause actual results to differ materially from the results contemplated by such forward-looking statementsinclude:

We caution that the foregoinglist of factors is not exclusive. We may be subject to currently unforeseen risks that may have a materially adverse effect on it. Allsubsequent written and oral forward-looking statements concerning us other matters attributable to us, or any person acting on our behalf,are expressly qualified in their entirety by the cautionary statements above. The forward-looking statements speak only as of the datemade and, other than as required by law, we do not undertake any obligation to update publicly or revise any of these forward-lookingstatements.

Although we believe thatthe exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performanceor achievements.

WHITE LION CAPITAL COMMITTED EQUITY FINANCING

General

On October 17, 2022, we enteredinto the Common Stock Purchase Agreement and related White Lion RRA with White Lion. On March 7, 2024, we entered into an Amendment No.1 to the Common Stock Purchase Agreement. On June 17, 2024, the Company entered into an Amendment No. 2 to Common Stock Purchase Agreement(the “2nd Amendment”) with White Lion. Pursuant to the 2nd Amendment, the Company and White Lion agreed to amend the processof a Rapid Purchase, whereby the parties will close on the Rapid Purchase on the trading day the notice of the applicable Rapid Purchaseis given. The 2nd Amendment, among other things, also removed the maximum number of shares required to be purchased upon notice of aRapid Purchase, added a limit of 100,000 shares of Common Stock per individual request, and revised the purchase price of a Rapid Purchaseto equal the lowest traded price of Common Stock during the one hour following White Lion’s acceptance of the Rapid Purchase foreach request. In addition, White Lion agreed that, on any single business day, it shall not publicly resell an aggregate amount of CommitmentShares in an amount that exceeds 7% of the daily trading volume of the Common Stock for such business day, excluding any trades beforeor after regular trading hours and any block trades. Pursuant to the Common Stock Purchase Agreement, we have the right, but not theobligation to require White Lion to purchase, from time to time, up to $150,000,000 in aggregate gross purchase price of newly issuedshares of our Class A Common Stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. Capitalizedterms used but not otherwise defined herein shall have the meaning given to such terms by the Common Stock Purchase Agreement.

We are obligated under theCommon Stock Purchase Agreement and the White Lion RRA to file a registration statement with the SEC to register the common stock underthe Securities Act of 1933, as amended, for the resale by White Lion of shares of Class A Common Stock we may issue to White Lion underthe Common Stock Purchase Agreement. In accordance with our obligations under the White Lion RRA, we filed the registration statements,pursuant to which we have sold 14,800,000 shares of our Class A Common Stock pursuant to the Common Stock Purchase Agreement for proceedsof approximately $10.3 million, and we may receive available proceeds of up to approximately $139.7 million remaining under the facilityfrom the sale of the shares of Class A Common Stock to White Lion under the Common Stock Purchase Agreement. We have sold 14,800,000 with2,200,000 shares remaining available for issuance and resale by White Lion pursuant to another registration statement on Form S-1 (Fileno: 333-284447). Therefore, we have filed the registration statement that includes this prospectus with the SEC to register under theSecurities Act 10,000,000 additional shares of Class A Common Stock that we may issue to White Lion under the Common Stock Purchase Agreement.

Subject to the satisfactionof certain customary conditions our right to sell shares to White Lion will extend until December 31, 2026. During such term, subjectto the terms and conditions of the Common Stock Purchase Agreement, we may notify White Lion when we exercise our right to sell shares(the effective date of such notice, a “Notice Date”).

In addition, we may, fromtime to time while a purchase notice is active, issue a Rapid Purchase Notice to White Lion for the purchase of shares (not to exceed100,000 shares per individual request) at a purchase price equal to the lowest traded price of Common Stock during the one hour followingWhite Lion’s acceptance of the Rapid Purchase for each request, and the parties will close on the Rapid Purchase on the tradingday the notice of the applicable Rapid Purchase is given. Furthermore, White Lion agreed that, on any single Business Day, it shall notpublicly resell an aggregate amount of Commitment Shares in an amount that exceeds 7% of the daily trading volume of our Class A CommonStock for such Business Day, excluding any trades before or after regular trading hours and any block trades.

During such term we willcontrol the timing and amount of any sales of our Class A Common Stock to White Lion. Actual sales of shares of our Class A Common Stockto White Lion under the Common Stock Purchase Agreement will depend on a variety of factors to be determined by us from time to time,including, among others, market conditions, the trading price of the Class A Common Stock and determinations by us as to the appropriatesources of funding for our company and our operations.

The number of shares soldpursuant to any such purchase notice may not exceed (i) the lower of (a) $2,000,000 and (b) the dollar amount equal to the product of(1) the Effective Daily Trading Volume (2) the closing price of common stock on the Effective Date (3) 400% and (4) 30%, divided by theclosing price of common stock on NYSE American preceding the Notice Date and (ii) a number of shares of common stock equal to the AverageDaily Trading Volume multiplied by the Percentage Limit. The purchase price to be paid by White Lion for any such shares will equal 96%of the lowest daily volume-weighted average price of common stock during a period of two consecutive trading days following the applicableNotice Date.

The net proceeds from sales,if any, under the Common Stock Purchase Agreement, will depend on the frequency and prices at which we sell shares of Class A CommonStock to White Lion. To the extent we sells share under the Common Stock Purchase Agreement, we currently plan to use any proceeds therefromfor costs of this transaction, for working capital, strategic and other general corporate purposes.

We have the right to terminatethe Common Stock Purchase Agreement at any time after Commencement Date, at no cost or penalty, upon three trading days’ priorwritten notice. Additionally, White Lion will have the right to terminate the Common Stock Purchase Agreement upon three days’prior written notice to us if (i) there is a Fundamental Transaction, (ii) we are in breach or default in any material respect of theWhite Lion RRA, (iii) there is a lapse of the effectiveness, or unavailability of, the registration statement that includes this prospectusfor a period of 45 consecutive trading days or for more than an aggregate of 90 trading days in any 365-day period, (iv) the suspensionof trading of the common stock for a period of five consecutive trading days, (v) our material breach of the Common Stock Purchase Agreement,which breach is not cured within the applicable cure period or (vi) a Material Adverse Effect has occurred and is continuing. No terminationof the Common Stock Purchase Agreement will affect the registration rights provisions contained in the White Lion RRA.

In consideration for WhiteLion’s execution and delivery of the Common Stock Purchase Agreement, we issued to White Lion 440,000 shares of Class A CommonStock (the “Commitment Shares”).

The Common Stock PurchaseAgreement does not include any of the following: (i) limitations on our use of amounts we receive as the purchase price for shares ofClass A Common Stock sold to White Lion; (ii) financial or business covenants; (iii) restrictions on future financings (other than restrictionson its ability to enter into other equity line of credit transactions or transactions that are similar thereto); (iv) rights of firstrefusal; or (v) participation rights or penalties.

As of July 25, 2025, there were 36,225,057 shares of Class A CommonStock outstanding. Although the Common Stock Purchase Agreement provides that we may sell up to an aggregate of $150,000,000 of sharesof our Class A Common Stock to White Lion, only 10,000,000 shares of our Class A Common Stock are being registered for resale by WhiteLion under this prospectus. Depending on the market prices of our Class A Common Stock at the time we elect to issue and sell shares ofour Class A Common Stock White Lion under the Common Stock Purchase Agreement, we may need to register for resale under the SecuritiesAct additional shares of our Class A Common Stock in order to receive aggregate gross proceeds equal to the $150,000,000 total commitmentavailable to us under the Common Stock Purchase Agreement. If all of such 10,000,000 shares of our Class A Common Stock offered herebywere issued and outstanding as of July 25, 2025, such shares would represent approximately 27.6% of the total number of outstanding sharesof Class A Common Stock. If we elect to issue and sell to White Lion under the Common Stock Purchase Agreement more than the 10,000,000shares of our Class A Common Stock being registered for resale by White Lion under this prospectus, which we have the right, but not theobligation, to do, we must first register for resale under the Securities Act any such additional shares of our Class A Common Stock,which could cause additional substantial dilution to our shareholders. The number of shares of our Class A Common Stock ultimately offeredfor sale by White Lion is dependent upon the number of shares purchased by White Lion under the Common Stock Purchase Agreement.

Issuances of our Class ACommon Stock to White Lion under the Purchase Agreement will not affect the rights or privileges of our existing shareholders, exceptthat the economic and voting interests of each of our existing shareholders will be diluted as a result of any such issuance. Althoughthe number of shares of our Class A Common Stock that our existing shareholders own will not decrease, the shares of our Class A CommonStock owned by our existing shareholders will represent a smaller percentage of our total outstanding shares of our Class A Common Stockafter any such issuance of shares of our Class A Common Stock to White Lion under the Common Stock Purchase Agreement. There are substantialrisks to our shareholders as a result of the sale and issuance of Class A Common Stock to White Lion under the Purchase Agreement. Seethe section entitled “Risk Factors.”

No Short-Selling or Hedging by White Lion

White Lion has representedto us that at no time prior to the date of the Common Stock Purchase Agreement has White Lion or its agents, representatives or affiliatesengaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 ofRegulation SHO of the Exchange Act) of our Class A Common Stock or any hedging transaction, which establishes a net short positionwith respect to our Class A Common Stock. White Lion has agreed that during the term of the Common Stock Purchase Agreement, neitherWhite Lion, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoingtransactions.

Effect of Performance of the Common StockPurchase Agreement on our Stockholders

All shares registered inthis offering that may be issued or sold by us to White Lion under the Common Stock Purchase Agreement are expected to be freely tradable.The resale by White Lion of a significant number of shares registered in this offering at any given time, or the perception that thesesales may occur, could cause the market price of our Class A Common Stock to decline and to be highly volatile. Sales of our Class ACommon Stock to White Lion, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decideto sell to White Lion all, some or none of the additional shares of our Class A Common Stock that may be available for us to sell pursuantto the Common Stock Purchase Agreement. If and when we do sell shares to White Lion, after White Lion has acquired the shares, WhiteLion may resell all, some or none of those shares of Class A Common Stock at any time or from time to time in its discretion. Therefore,sales to White Lion by us under the Common Stock Purchase Agreement may result in substantial dilution to the interests of other holdersof our Class A Common Stock. In addition, if we sell a substantial number of shares to White Lion under the Common Stock Purchase Agreement,or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with White Lion may makeit more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wishto effect such sales. However, we have the right to control the timing and amount of any additional sales of Class A Common Stock toWhite Lion and the Common Stock Purchase Agreement may be terminated by us at any time at our discretion without any cost to us, subjectto certain conditions.

Pursuant to the terms ofthe Common Stock Purchase Agreement, we have the right, but not the obligation, to direct White Lion to purchase up to $150,000,000 ofour Class A Common Stock, subject to certain limitations. If we elect to issue and sell to White Lion under the Common Stock PurchaseAgreement more than the 10,000,000 shares of our Class A Common Stock being registered for resale by White Lion under this prospectus,which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additionalshares of our Class A Common Stock, which could cause additional substantial dilution to our shareholders. The number of shares of ourClass A Common Stock ultimately offered for sale by White Lion is dependent upon the number of shares purchased by White Lion under theCommon Stock Purchase Agreement.

The following table setsforth the amount of gross proceeds we would receive from White Lion from our sale of shares of Class A Common Stock to White Lion underthe Common Stock Purchase Agreement at varying purchase prices:

USE OF PROCEEDS

All of the Resale Securitiesoffered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts.We will not receive any of the proceeds from these sales, except we may receive proceeds of up to $139.7 million in remaining availableproceeds from the sale of the shares to White Lion under the Common Stock Purchase Agreement (assuming 14,800,000 shares have been previouslyissued and sold by the Company to White Lion as of the date of this prospectus), from time to time in our discretion after the date theregistration statement that includes this prospectus is declared effective and after satisfaction of other conditions in the Common StockPurchase Agreement. See “Plan of Distribution” elsewhere in this prospectus for more information.

We expect to use the netproceeds from the sales pursuant to the Common Stock Purchase Agreement, if any, for general corporate purposes. We will have broad discretionover the use of any proceeds from such sales or exercise. We cannot specify with certainty all of the particular uses for the net proceedsthat we will have from the sale of our shares pursuant to the Common Stock Purchase Agreement.

The Selling Securityholderswill pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services orany other expenses incurred in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registrationof the securities covered by this prospectus, including all registration and filing fees, NYSE American listing fees and fees and expensesof our counsel and our independent registered public accounting firm.

BUSINESS OF EON

Overview

EON Resources Inc. (f/k/aHNR Acquisition Corp), was incorporated in Delaware as a blank check company formed for the purpose of effecting a merger, capital stockexchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.Prior to closing the Purchase, our efforts were limited to organizational activities, completion of an initial public offering and theevaluation of possible business combinations. On February 15, 2022, we consummated the Initial Public Offering of 7,500,000 units (the“Units”), at $10.00 per Unit, generating proceeds of $75,000,000. Additionally, the underwriter fully exercised its optionto purchase 1,125,000 additional Units, for which we received cash proceeds of $11,250,000. Simultaneously with the closing of the InitialPublic Offering, we consummated the sale of 505,000 private placement units at a price of $10.00 per unit generating proceeds of $5,050,000in a private placement to our Sponsor and EF Hutton (formerly Kingswood Capital Markets) (“EF Hutton”). On April 4, 2022,the Units separated into Class A Common Stock and warrants, and ceased trading. On April 4, 2022, the Class A Common Stock and warrantscommenced trading on the NYSE American.

We identified Pogo as theinitial target for our initial business combination, and we closed on the acquisition of Pogo on November 15, 2023. While we were permittedto pursue an acquisition opportunity in any industry or sector, we focused on assets used in exploring, developing, producing, transporting,storing, gathering, processing, fractionating, refining, distributing or marketing of natural gas, natural gas liquids, crude oil orrefined products in North America.

On September 16, 2024, wefiled a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State ofDelaware to change our name from “HNR Acquisition Corp” to “EON Resources Inc.”, effective at 11:59PM on September17, 2024. Following the change of our name from HNR Acquisition Corp to EON Resources Inc., effective at the beginning of trading onSeptember 18, 2024, our Class A Common Stock began trading on the NYSE American under the symbol “EONR” and our Public Warrantsbegan trading on the NYSE American under the symbol “EONR WS”. The CUSIP numbers for the Company’s Class A Common Stockand Public Warrants did not change.

Purchase

On December 27, 2022,we, entered into a Membership Interest Purchase Agreement (the “Original MIPA”) with CIC Pogo LP, a Delaware limited partnership(“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, LLC, aTexas limited liability company (“Pogo Management”), 4400 Holdings, LLC, a Texas limited liability company (“4400”and, together with CIC, DenCo and Pogo Management, collectively, “Seller” and each a “Seller”), and, solely withrespect to Section 7.20 of the Original MIPA, HNRAC Sponsors LLC, a Delaware limited liability company (“Sponsor”).On August 28, 2023, we, HNRA Upstream, LLC, a newly formed Delaware limited liability company which is managed by us, and is a subsidiaryof ours (“OpCo”), and HNRA Partner, Inc., a newly formed Delaware corporation and wholly owned subsidiary of ours (“SPACSubsidiary”, and together with us and OpCo, “Buyer” and each a “Buyer”), entered into an Amended and RestatedMembership Interest Purchase Agreement (the “A&R MIPA”) with Seller, and, solely with respect to Section 6.20 ofthe A&R MIPA, the Sponsor, which amended and restated the Original MIPA in its entirety (as amended and restated, the “MIPA”).Our stockholders approved the transactions contemplated by the MIPA at a special meeting of stockholders that was originally convenedOctober 30, 2023, adjourned, and then reconvened on November 13, 2023 (the “Special Meeting”).

On November 15, 2023 (the“Closing Date”), as contemplated by the MIPA:

The “Aggregate Consideration”for the Target Interests was: (a) cash in the amount of $31,074,127 in immediately available funds (the “Cash Consideration”),(b) 2,000,000 Class B common units of OpCo (“OpCo Class B Units”) valued at $10.00 per unit (the “Common Unit Consideration”),which will be equal to and exchangeable into 2,000,000 shares of Class A Common Stock issuable upon exercise of the OpCo Exchange Right(as defined below), as reflected in the amended and restated limited liability company agreement of OpCo that became effective at Closing(the “A&R OpCo LLC Agreement”), (c) the Seller Class B Shares, (d) $15,000,000 payable through a promissory note to Seller(the “Seller Promissory Note”), (e) 1,500,000 preferred units (the “OpCo Preferred Units” and together with theOpco Class A Units and the OpCo Class B Units, the “OpCo Units”) of OpCo (the “Preferred Unit Consideration”,and, together with the Common Unit Consideration, the “Unit Consideration”), and (f) an agreement for Buyer, on or beforeNovember 21, 2023, to settle and pay to Seller $1,925,873 from sales proceeds received from oil and gas production attributable to Pogo,including pursuant to its third party contract with affiliates of Chevron. At Closing, 500,000 Seller Class B Shares (the “EscrowedShare Consideration”) were placed in escrow for the benefit of Buyer pursuant to an escrow agreement and the indemnity provisionsin the MIPA. The Aggregate Consideration is subject to adjustment in accordance with the MIPA.

In connection with the Purchase,holders of 3,323,707 shares of common stock sold in our initial public offering (the “public shares”) properly exercisedtheir right to have their public shares redeemed (the “Redemption Rights”) for a pro rata portion of the trust account (the“Trust Account”) which held the proceeds from our initial public offering, funds from our payments to extend the time toconsummate a business combination and interest earned, calculated as of two business days prior to the Closing, which was approximately$10.95 per share, or $49,362,479 in the aggregate. The remaining balance in the Trust Account (after giving effect to the RedemptionRights) was $12,979,300.

Immediately upon the Closing,Pogo Royalty exercised the OpCo Exchange Right as it relates to 200,000 OpCo Class B units (and 200,000 shares of Class B Common Stock).After giving effect to the Purchase, the redemption of public shares as described above and the exchange mentioned in the preceding sentence,were (i) 5,097,009 shares of Class A Common Stock issued and outstanding, (ii) 1,800,000 shares of Class B Common Stock issued and outstandingand (iii) no shares of preferred stock issued and outstanding.

First Amendment to Amended and Restated MembershipInterest Purchase Agreement

On November 15, 2023, Buyer,Seller, and Sponsor entered into the MIPA Amendment, whereby the Parties agreed to extend the outside date for the transaction to November30, 2023, and to place 500,000 shares of Seller Class B Shares into escrow instead of 500,000 OpCo Class B Units.

Settlement and Release Agreement

Effective June 20, 2024,the Company and the Seller entered into a settlement agreement and release. Under the settlement agreement and release, and in settlementof the working capital provisions of the Amended MIPA, the Seller agreed to waive all rights and claims to the amount of royalties payableunder the ORRI as of December 31, 2023, totaling $1,523,138 and agreed to pay certain amounts related to vendor payable claims assumedby the Company at Closing.

Settle Up Letter Agreement

On November 15, 2023, Buyerand Seller entered into the Settle Up Letter Agreement, whereby Seller agreed to accept a minimum amount of cash at Closing less than$33,000,000, provided that, on or before November 21, 2023, Buyer must settle and pay to Seller $1,925,873 from sales proceeds receivedfrom oil and gas production attributable to Pogo, including pursuant to its third party contract with affiliates of Chevron. As of June30, 2024, Buyer still owed $645,872.76 to Seller; however, Seller waived any continuing default under the terms of the MIPA based onlack of payment, provided that such waiver is not a release of Buyer’s obligation to pay the amount in full.

Termination Agreement

On February 10, 2025, weentered into a Purchase, Sale, Termination and Exchange Agreement (as amended by the Termination Amendments, the “Termination Agreement”),by and among EON, OpCo, SPAC Subsidiary, EON Energy LLC (f/k/a HNRA Royalties, LLC), a Delaware limited liability company and wholly-ownedsubsidiary of EON (“EON Energy”), Pogo Royalty, CIC, DenCo, Pogo Management, and 4400. The closing of the transactions contemplatedby the Termination Agreement (the “Termination Closing”) is subject to the satisfaction of various conditions, includingus obtaining financing. On June 2, 2025, the we entered into an Amendment No. 1 to the Termination Agreement, on June 6, 2025, we enteredinto an Amendment No. 2 to the Termination Agreement, and on June 13, 2025, we entered into an Amendment No. 3 to the Termination Agreement(collectively, the “Termination Amendments”).

Pursuant to the TerminationAgreement, we agreed to purchase the ORR Interest (as defined herein) from Pogo Royalty for $13,500,000, payable in cash at the TerminationClosing. In addition, at the Termination Closing, Pogo Royalty agreed to waive all outstanding interest accrued under the Seller PromissoryNote, reduce the outstanding principal amount of the Seller Promissory Note to $7,000,000 and settle and discharge the Seller PromissoryNote in exchange for the payment of $7,000,000 in cash; provided, however, that we may instead discharge the Seller Promissory Note atthe Termination Closing by payment of $4,500,000 in cash and the issuance of a promissory note having a principal amount of $2,500,000,bearing interest at a rate of 18% per annum, compounding monthly, maturing 60 days after the Termination Closing, and secured by a firstlien on certain of our surface and well equipment. Pogo Royalty further agreed to assign and transfer the OpCo Preferred Units to OpCoin exchange for the issuance by us of 1,500,000 shares of Class A Common Stock at the Termination Closing.

As consideration for enteringinto the Agreement, we agreed to release the Escrowed Share Consideration to Pogo Royalty and to promptly process any exchange noticedelivered by Pogo Royalty to exchange the Escrowed Share Consideration for shares of Class A Common Stock, and Pogo Royalty agreed todeliver such exchange notice within two days of the date of the Termination Agreement. The Termination Agreement contains customary representations,warranties, indemnification provisions closing conditions, and covenants.

The Termination Closing iscontingent upon the occurrence of certain conditions, including (i) the availability of financing to EON, (ii) the receipt by Pogo Royaltyof a consent of First International Bank & Trust (“FIBT”) to the Termination Agreement and a written termination agreement,executed by us and FIBT, terminating that certain Subordination Agreement, dated as of November 15, 2023, by and among FIBT, EON andPogo Royalty, (iii) the receipt by us of any required stockholder consents, (iv) the respective representations and warranties of theparties being true and correct, subject to certain materiality exceptions and (v) the performance by the parties in all material respectsof their respective obligations under the Termination Agreement.

The Termination Agreementmay be terminated at any time by mutual consent of the parties thereto or by any one party if the counterparty is in material breachof the Termination Agreement. If the Termination Closing does not occur prior to 5:00 p.m. Central Time on September 15, 2025, the TerminationAgreement will automatically terminate. No assurances can be made that we will satisfy these conditions or that the Closing will otherwiseoccur.

OpCo A&R LLC Agreement

In connection with the Closing,we and Pogo Royalty, LLC, a Texas limited liability company, an affiliate of Seller and Seller’s designated recipient of the AggregateConsideration (“Pogo Royalty”), entered into an amended and restated limited liability company agreement of OpCo (the “OpCoA&R LLC Agreement”). Pursuant to the A&R OpCo LLC Agreement, each OpCo unitholder (excluding us) will, subject to certaintiming procedures and other conditions set forth therein, have the right (the “OpCo Exchange Right”) to exchange all or aportion of its OpCo Class B Units for, at OpCo’s election, (i) shares of Class A Common Stock at an exchangeratio of one share of Class A Common Stock for each OpCo Class B Unit exchanged, subject to conversion rate adjustments forstock splits, stock dividends and reclassifications and other similar transactions, or (ii) an equivalent amount of cash. Additionally,the holders of OpCo Class B Units will be required to exchange all of their OpCo Class B Units (a “MandatoryExchange”) upon the occurrence of the following: (i) upon our direction, 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.In connection with any exchange of OpCo Class B Units pursuant to the OpCo Exchange Right or acquisition of OpCo Class B Units pursuantto a Mandatory Exchange, a corresponding number of shares of Class B Common Stock held by the relevant OpCo unitholder will be cancelled.

The OpCo Preferred Units willbe automatically converted into OpCo Class B Units on the two-year anniversary of the issuance date of such OpCo PreferredUnits (the “Mandatory Conversion Trigger Date”) at a rate determined by dividing (i) $20.00 per unit (the “StatedConversion Value”), by (ii) the Market Price of the Class A Common Stock (the “Conversion Price”). The “MarketPrice” means the simple average of the daily VWAP of the Class A Common Stock during the five (5) trading days priorto the date of conversion. On the Mandatory Conversion Trigger Date, we will issue a number of shares of Class B Common Stock toPogo Royalty equivalent to the number of OpCo Class B Units issued to Pogo Royalty. If not exchanged sooner, such newly issuedOpCo Class B Units shall automatically exchange into Class A Common Stock on the one-year anniversary of the MandatoryConversion Trigger Date at a ratio of one OpCo Class B Unit for one share of Class Common Stock. An equivalent number of sharesof Class B Common Stock must be surrendered with the OpCo Class B Units to us in exchange for the Class A CommonStock. As noted above, the OpCo Class B Units must be exchanged upon the one-year anniversary of the Mandatory Conversion TriggerDate.

Promissory Note

In connection with the Closing,OpCo issued the Seller Promissory Note to Pogo Royalty in the principal amount of $15,000,000. The Seller Promissory Note providesfor a maturity date that is six (6) months from the Closing Date, bears an interest rate equal 12% per annum, and contains no penaltyfor prepayment. If the Seller Promissory Note is not repaid in full on or prior to its stated maturity date, OpCo will owe interest fromand after default equal to the lesser of 18% per annum and the highest amount permissible under law, compounded monthly. The Seller PromissoryNote is subordinated to the Term Loan (as defined herein).

Registration Rights Agreement

In connection with the Closing,we and Pogo Royalty entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to whichwe agreed to provide Pogo Royalty with certain registration rights with respect to the shares of Class A Common Stock issuable upon exerciseof the OpCo Exchange Right, including filing with the SEC an initial registration statement on Form S-1 covering the resaleby the Pogo Royalty of the shares of Class A Common Stock issuable upon exercise of the OpCo Exchange Right so as to permit their resaleunder Rule 415 under the Securities Act, no later than thirty (30) days following the Closing, use its commercially reasonableefforts to have the initial registration statement declared effective by the SEC as soon as reasonably practicable following the filingthereof with the SEC, and use commercially reasonable efforts to convert the Form S-1 (and any subsequent registration statement)to a shelf registration statement on Form S-3 as promptly as practicable after we are is eligible to use a Form S-3 Shelf.

In certain circumstances,Pogo Royalty can demand our assistance with underwritten offerings, and Pogo Royalty will be entitled to certain piggyback registrationrights.

We filed a registration statementon Form S-1 (File No. 333-275378) that became effective on August 9, 2024, which registered for resale up to Pogo Royalty’s sharesof Class A Common Stock and shares of Class A Common Stock underlying the Class B Common Stock.

Option Agreement

In connection with the Closing,we, EON Energy LLC (f/k/a HNRA Royalties, LLC), a Delaware limited liability company and wholly owned subsidiary of ours (“EONEnergy”) and Pogo Royalty entered into an Option Agreement (the “Option Agreement”). Pogo Royalty owns certain overridingroyalty interests in certain oil and gas assets owned by Pogo (the “ORR Interest”). Pursuant to the Option Agreement, PogoRoyalty granted irrevocable and exclusive option to EON Energy to purchase the ORR Interest for the Option Price (as defined below) atany time prior to November 15, 2024. The option is not exercisable while the Seller Promissory Note is outstanding.

The purchase price for theORR Interest upon exercise of the option is: (i) (1) $30,000,000 the (“Base Option Price”), plus (2) an additionalamount equal to annual interest on the Base Option Price of twelve percent (12%), compounded monthly, from the Closing Date through thedate of acquisition of the ORR Interest, minus (ii) any amounts received by Pogo Royalty in respect of the ORR Interest from themonth of production in which the effective date of the Option Agreement occurs through the date of the exercise of the option (such aggregatepurchase price, the “Option Price”).

The Option Agreement andthe option will immediately terminate upon the earlier of (a) Pogo Royalty’s transfer or assignment of all of the ORR Interestin accordance with the Option Agreement and (b) November 15, 2024.

Pursuant to the Option Agreement,upon execution, we issued to Pogo Royalty 10,000 shares of Class A Common Stock.

Director Nomination and Board Observer Agreement

In connection with the Closing,we entered into Director Nomination and Board Observer Agreement (the “Board Designation Agreement”) with CIC. Pursuant tothe Board Designation Agreement, CIC has the right, at any time CIC beneficially owns our capital stock, to appoint two board observersto attend all meetings of our Board of Directors. In addition, after the time of the conversion of the OpCo Preferred Units ownedby Pogo Royalty, CIC will have the right to nominate a certain number of members of the board of directors depending on Pogo Royalty’sownership percentage of Class A Common Stock as further provided in the Board Designation Agreement.

Backstop Agreement

In connection with the Closing,we entered a Backstop Agreement (the “Backstop Agreement”) with Pogo Royalty and certain of our founders listed therein (the“Founders”) whereby Pogo Royalty will have the right (“Put Right”) to cause the Founders to purchase Pogo Royalty’sOpCo Preferred Units at a purchase price per unit equal to $10.00 per unit plus the product of (i) the number of dayselapsed since the effective date of the Backstop Agreement and (ii) $10.00 divided by 730. Seller’s right to exercise thePut Right will survive for six (6) months following the date the Trust Shares (as defined below) are not restricted from transferunder the Letter Agreement (as defined in the MIPA) (the “Lockup Expiration Date”).

As security that the Founderswill be able to purchase the OpCo Preferred Units upon exercise of the Put Right, the Founders agreed to place at least 1,300,000 sharesof Class A Common Stock into escrow (the “Trust Shares”), which the Founders can sell or borrow against to meet theirobligations upon exercise of the Put Right, with the prior consent of Seller. We are not obligated to purchase the OpCo Preferred Units fromPogo Royalty under the Backstop Agreement. Until the Backstop Agreement is terminated, Pogo Royalty and its affiliates are not permittedto engage in any transaction which is designed to sell short the Class A Common Stock or any of our other publicly traded securities.

Founder Pledge Agreement 

In connection with the Closing,we entered a Founder Pledge Agreement (the “Founder Pledge Agreement”) with the Founders whereby, in considerationof placing the Trust Shares into escrow and entering into the Backstop Agreement, we agreed: (a) by January 15, 2024, to issue to theFounders an aggregate number of newly issued shares of Class A Common Stock equal to 10% of the number of Trust Shares; (b) by January15, 2024, to issue to the Founders a number of warrants to purchase an aggregate number of shares of Class A Common Stock equal to 10%of the number of Trust Shares, which such warrants shall be exercisable for five years from issuance at an exercise price of $11.50 pershares; (c) if the Backstop Agreement is not terminated prior to the Lockup Expiration Date, to issue an aggregate number of newly issuedshares of Class A Common Stock equal to (i) (A) the number of Trust Shares, divided by (B) the simple average of the daily VWAPof the Class A Common Stock during the five (5) Trading Days prior to the date of the termination of the Backstop Agreement, subjectto a minimum of $6.50 per share, multiplied by (C) a price between $10.00-$13.00 per share (as further described in the FounderPledge Agreement), minus (ii) the number of Trust Shares; and (d) following the purchase of OpCo Preferred Units by a Founderpursuant to the Put Right, to issue a number of newly issued shares of Class A Common Stock equal to the number of Trust Shares soldby such Founder. Until the Founder Pledge Agreement is terminated, the Founders are not permitted to engage in any transaction whichis designed to sell short the Class A Common Stock or any of our other publicly traded securities.

Financing at Closing

On November 2, 2023, we enteredinto an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”),and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “FPA Seller”) (the “ForwardPurchase Agreement”) for OTC Equity Prepaid Forward Transactions. For purposes of the Forward Purchase Agreement, we are referredto as the “Counterparty”. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to suchterms in the Forward Purchase Agreement. The purpose of our entering into this agreement and these transactions was to provide a mechanismwhereby FPA Seller would purchase, and waive their redemption rights with respect to, a sufficient number of shares of our common stockto enable us to have at least $5,000,000 of net tangible assets, a non-waivable condition to the Closing of the Purchase, to providethe Company with cash to meet a portion of the transaction costs associated with the Purchase, and to provide the Company with a mechanismto raise cash in the future at maturity.

The Forward Purchase Agreementprovides for a prepayment shortfall in an amount in U.S. dollars equal to 0.50% of the product of the Recycled Shares and the InitialPrice (defined below). FPA Seller in its sole discretion may sell Recycled Shares (i) at any time following November 2, 2023 (the “TradeDate”) at prices greater than the Reset Price or (ii) commencing on the 180th day following the Trade Date at any sales price,in either case without payment by FPA Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 100%of the Prepayment Shortfall (as set forth under the section entitled “Shortfall Sales” in the Forward Purchase Agreement)(such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A sale of Shares is only (a) a “ShortfallSale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is deliveredunder the Forward Purchase Agreement, and (b) an Optional Early Termination, subject to the terms and conditions of the Forward PurchaseAgreement applicable to Terminated Shares, when an OET Notice is delivered under the Forward Purchase Agreement, in each case the deliveryof such notice in the sole discretion of the FPA Seller (as further described in the “Optional Early Termination” and “ShortfallSales” sections in the Forward Purchase Agreement).

Following the Closing, thereset price (the “Reset Price”) will be $10.00; provided that the Reset Price shall be reduced pursuant to a Dilutive OfferingReset immediately upon the occurrence of such Dilutive Offering. The Purchased Amount subject to the Forward Purchase Agreement shallbe increased upon the occurrence of a Dilutive Offering Reset to that number of Shares equal to the quotient of (i) the Purchased Amountdivided by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) $10.00.

From time to time and onany date following the Trade Date (any such date, an “OET Date”) and subject to the terms and conditions in the Forward PurchaseAgreement, FPA Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to Counterparty(the “OET Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) no later than the nextPayment Date following the OET Date, (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity,the “Terminated Shares”)). The effect of an OET Notice shall be to reduce the Number of Shares by the number of TerminatedShares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled to anamount from FPA Seller, and the FPA Seller shall pay to Counterparty an amount, equal to the product of (x) the number of TerminatedShares and (y) the Reset Price in respect of such OET Date. The payment date may be changed within a quarter at the mutual agreementof the parties.

The “Valuation Date”will be the earlier to occur of (a) the date that is three (3) years after the date of the closing of the Purchase & Sale (the dateof the closing of the Purchase & Sale, the “Closing Date”) pursuant to the A&R MIPA, (b) the date specified by FPASeller in a written notice to be delivered to Counterparty at FPA Seller’s discretion (which Valuation Date shall not be earlierthan the day such notice is effective) after the occurrence of any of (w) a VWAP Trigger Event, (x) a Delisting Event, (y) a RegistrationFailure or (z) unless otherwise specified therein, upon any Additional Termination Event, and (c) the date specified by FPA Seller ina written notice to be delivered to Counterparty at FPA Seller’s sole discretion (which Valuation Date shall not be earlier thanthe day such notice is effective). The Valuation Date notice will become effective immediately upon its delivery from FPA Seller to Counterpartyin accordance with the Forward Share Purchase Agreement.

On the “Cash SettlementPayment Date,” which is the tenth Local Business Day immediately following the last day of the Valuation Period, the FPA Sellerwill remit to the Counterparty an amount equal to the Settlement Amount and will not otherwise be required to return to the Counterpartyany of the Prepayment Amount and the Counterparty shall remit to the FPA Seller the Settlement Amount Adjustment; provided, that if theSettlement Amount less the Settlement Amount Adjustment is a negative number and either clause (x) of Settlement Amount Adjustment appliesor the Counterparty has elected pursuant to clause (y) of Settlement Amount Adjustment to pay the Settlement Amount Adjustment in cash,then neither the FPA Seller nor the Counterparty shall be liable to the other party for any payment under the Cash Settlement PaymentDate section of the Forward Purchase Agreement.

The FPA Seller agreed to waiveany redemption rights with respect to any Recycled Shares in connection with the Closing, as well as any redemption rights under the Company’scertificate of incorporation that would require redemption by the Company.

The purpose of our enteringinto this agreement and these transactions was to provide a mechanism whereby FPA Seller would purchase, and waive their redemption rightswith 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, anon-waivable condition to the Closing of the Purchase, to provide the Company with cash to meet a portion of the transaction costs associatedwith 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.

Pursuant to the Forward PurchaseAgreement, the FPA Seller obtained 50,070 shares (“Recycled Shares”) and such purchase price of $545,356, or $10.95 pershare, was funded by the use of our trust account proceeds as a partial prepayment (“Prepayment Amount”), and the FPASeller may purchase an additional 504,425 additional shares under the Forward Purchase Agreement, for the Forward Purchase Agreementredemption 3 years from the date of the Acquisition (“Maturity Date”).

The FPA Seller received anadditional $1,004,736 in cash from the Trust Account related to reimbursement for 90,000 shares of Class A Common stockpurchased by the FPA Seller in connection with the transactions at the redemption price of $10.95 per share and transaction fees.

The Maturity Date may be accelerated,at the FPA Sellers’ discretion, if the Company share price trades below $3.00 per share for any 10 trading days duringa 30-day consecutive trading-day period or the Company is delisted. The Company’s common stock traded below minimum tradingprice during the period from November 15, 2023 to December 31, 2023, but no acceleration of the Maturity Date has been executed by theFPA Seller to date.

FPA Funding Amount PIPE Subscription Agreements

On November 2, 2023, we enteredinto a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement”) with FPA Seller.

Pursuant to the FPA FundingPIPE Subscription Agreement, FPA Seller agreed to subscribe for and purchase, and we agreed to issue and sell to FPA Seller, on the ClosingDate, an aggregate of up to 3,000,000 our shares of Common Stock, less the Recycled Shares in connection with the Forward Purchase Agreement. 

The fair value of the prepaymentwas $14,257,648 at inception of the agreement, $6,066,324 as of the Closing date and was $6,067,094 as of December 31,2023, and is included as a reduction of additional paid-in capital on the consolidated statement of stockholders’ equity. The estimatedfair value of the Maturity Consideration is $1,704,416. The Company recognized a gain from the change in fair value of the Forward PurchaseAgreement of $3,268,581 during the period from November 15, 2023 to December 31, 2023.

On November 15, 2024, theCompany entered into a Confidential Rescission, Settlement, and Release Agreement with the FPA Seller whereby the parties mutually agreedto rescind the Forward Purchase Agreement and related agreements between the parties, which as a result, any transactions, notices orother obligations thereunder are void ab initio. The parties also agreed to release each other of all claims related to the ForwardPurchase Agreement, and in exchange for such release, the Company agreed to issue to the FPA Seller 450,000 restricted Class A Commonshares which had a fair value of $450,000 based on the closing price of the Company’s common stock at the agreement date. The Companyrecognized a gain on settlement of the FPA liability of $82,998, which is included in Gain on Extinguishment of Liabilities on the Company’sconsolidated statement of operations for the year ended December 31, 2024.

Non-Redemption Agreement

On November 13, 2023, we enteredinto an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”),and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Backstop Investor”) (the“Non-Redemption Agreement”) pursuant to which Backstop Investor agreed to reverse the redemption of up to the lesser of (i)600,000 shares of Class A Common Stock, and (ii) such number of shares of Class A Common Stock such that the number of shares beneficiallyowned by Backstop Investor and its affiliates and any other persons whose beneficial ownership of Class A Common Stock would be aggregatedwith those of Backstop Investor for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issuedand outstanding shares of Common Stock (such number of shares, the “Backstop Investor Shares”).

Immediately upon consummationof the closing of the transactions contemplated by the MIPA (the “Closing”), we paid Backstop Investor, in respect of theBackstop Investor Shares, an amount in cash equal to (x) the Backstop Investor Shares, multiplied by (y) the Redemption Price (as definedin our then-current amended and restated certificate of incorporation) minus $5.00, or $3,567,960. The Company paid the Backstop Investora total of $6,017,960 in cash related to the Non-Redemption Agreement from proceeds of the Trust Account.

Recent Developments

On June 17, 2025, EON Energyentered into a Purchase and Sale Agreement (the “PSA”) with WPP NM, L.L.C. and Northwest Central, L.L.C. (collectively the“SJF Seller”) to acquire all of their respective estates and mineral rights created by the oil and gas leases and mineralestates in the South Justis Field located in the Permian Basin in Lea County, New Mexico (the “SJF Leases”), (ii) all oil,gas, water injection wells, water disposal and other wells located on the SJF Leases or on lands pooled therewith, together with (iii)all of the SJF Seller’s interest in the rights, appurtenances, contracts, personal property, and records related thereto (collectively,the “SJF Assets”). The transactions contemplated by the PSA were consummated at a closing held on June 20, 2025 (the “SJFClosing”).

In consideration of EON Energy’spurchase of the SJF Assets, we issued 1,000,000 shares (the “SJF Shares”) of our Class A Common Stock to the Seller, withsuch SJF Shares having an agreed upon deemed value of $1.00 per share. The SJF Shares are subject to adjustments following Closing asfollows: (i) reduction by the proceeds received by the Seller between June 1, 2025 (the “SJF Effective Date”) and the dateof the SJF Closing, (ii) reduction by any ad valorem and similar production taxes payable with respect to the SJF Assets for all periodsending on or prior to the SJF Effective Date to the extent not paid prior to the date of the SJF Closing, (iii) reduction by an amountequal to the Allocated Values (as defined in the PSA) of any SJF Assets affected by a Title Defect (as defined in the PSA), and (iv) increaseby the value of all merchantable oil in storage above the pipeline connection at the SJF Effective Date that is credited to the SJF Assets.The SJF Shares are a part of the 2,000,000 shares being registered hereunder for FK Venture LLC.

Within 60 business days followingthe SJF Closing, EON Energy agreed to cause us to cause the registration of the SJF Shares with the SEC by filing a registration statementon appropriate form (Form S-1 or Form S-3) covering the resale by the SJF Seller of the SJF Shares to permit their resale under Rule 415under the Securities Act. The SJF Shares are also subject to a leak out provision for a one-year period from the date of issuance whichprohibits the SJF Seller from selling the SJF Shares, together with any other shares of Class A Common Stock that the SJF Seller and/orit’s assigns may own, in any one trading day in an amount that would exceed ten percent (10%) of the average daily volume of allshares of Class A Common Stock traded during the immediately preceding 30-day trading period.

The PSA also contains customaryrepresentations, warranties and covenants of EON Energy and the SJF Seller. 

On June 17, 2025, LH Operating,LLC entered into a Master Services Agreement (the “MSA”) with Corsair Well Services, LLC (“Corsair”). Pursuantto the MSA, Corsair agreed to provide workover services in the Grayburg-Jackson Oil Field operated by LH Operating, LLC and the SouthJustis Field acquired by EON Energy (the “Corsair Services”) for an initial period of four months, to continue thereafteruntil LH Operating, LLC has no further Credit (as defined below) with Corsair.

LH Operating, LLC agreed to(i) prepay an initial $500,000 in cash to Corsair, and (ii) cause us to issue 1,000,000 shares of Class A Common Stock (the “CorsairShares”) to Corsair with an agreed upon deemed value of $1.00 per share, each to be credited to LH Operating, LLC’s accountwith Corsair (the “Credit”). Corsair will provide the Corsair Services without cost or consideration to LH Operating, LLCfor the first 30 days following commencement of the Corsair Services, and thereafter, the Corsair Services will be provided at agreedupon rates against the Credit. The Corsair Shares are a part of the 2,000,000 shares being registered hereunder for FK Venture LLC.

If Corsair sells any CorsairShares prior to full application of the Credit, the actual gross price per share received by Corsair for the sale of the Corsair Sharesshall replace the $1.00 per share agreed upon deemed value for purposes of the Credit. In addition, if Corsair sells any Corsair Sharesat prices insufficient to cover the full amount of any invoices due for Services performed, then LHO will pay the Contractor in cash theshortfall between (i) the gross proceeds actually received by Corsair from the sale of Corsair Shares, and (ii) the total amount of unpaidinvoice(s) owed to Corsair.

Within 60 business days followingexecution of the MSA, LHO Operating, LLC agreed to cause us to cause the registration of the Corsair Shares with the SEC by filing a registrationstatement on appropriate form (Form S-1 or Form S-3) covering the resale by the Seller of the Corsair Shares to permit their resale underRule 415 under the Securities Act. If the Corsair Shares are not timely registered, then LHO Operating, LLC agreed to pay in cash forany Corsair Services provided and Corsair will be obligated to remit Corsair Shares back to us in the amount of cash paid (using a $1.00per share value). The Corsair Shares are also subject to a leak out provision for a one-year period from the date of issuance which prohibitsCorsair from selling the Corsair Shares, together with any other shares of Class A Common Stock that Corsair and/or it’s assignsmay own, in any one trading day in an amount that would exceed ten percent (10%) of the average daily volume of all shares of Class ACommon Stock traded during the immediately preceding 30-day trading period.

On July 11, 2025, the Company entered into a NotePurchase Agreement (the “NPA”) with White Lion whereby the Company will issue and sell convertible promissory notes in anaggregate principal amount of up to $1,200,000 (the “Notes”). On July 11, 2025, the Company issued a convertible promissorynote in the aggregate principal amount of $600,000 to White Lion (the “Initial Note”) pursuant to an initial closing in exchangefor funding of $564,000 in cash from White Lion. Pursuant to the NPA, the Company granted White Lion a right until July 11, 2026, to conducta second closing (the “Second Closing”) whereby White Lion may purchase an additional convertible promissory note in the aggregateprincipal amount of $600,000 in exchange for funding of $564,000 in cash from White Lion with such convertible promissory note being onthe same terms as the Initial Note (the “Second Note,” and together with the Initial Note, the “Notes”). The SecondClosing is subject to customary closing conditions, in addition to White Lion’s right to exercise its right to conduct a SecondClosing.

Pursuant to the NPA, the Company agreed to filewith SEC within 60 days after execution of the NPA, a registration statement on Form S-1 covering the resale of the Notes and any ClassA Common Stock of the Company issuable upon conversion of the Notes. In addition, the Company granted a right of first refusal until July11, 2026 to White Lion, whereby, if the outstanding balance on the Notes is greater than $250,000 and the Company intends to enter intoa Variable Rate Transaction (as defined in the NPA), the Company must first present the terms of such Variable Rate Transaction to WhiteLion and White Lion shall have the option, in its sole discretion, to fund all or any portion of the contemplated Variable Rate Transaction.Otherwise, the NPA contains customary representations and warranties and covenants.

The Initial Note matures on January 7, 2027 andaccrues interest at a rate of 5% per annum simple interest on the principal amount of the Initial Note; provided however, that in theevent that the resale of the shares of Class A Common Stock issuable upon conversion of the Initial Note have not been effectively registeredwith the SEC by the six month anniversary of issuance, the interest rate of the Initial Note shall be 10% per annum simple interest retroactiveto the date of issuance; provided, further that upon the occurrence of an event of default under the Initial Note, interest will accrueon at the highest rate allowable under applicable laws. The Initial Note may not be prepaid by the Company without first obtaining thewritten consent of White Lion.

White Lion has the right, at any time until completesatisfaction of the amounts owed under the Initial Note, to convert any amounts owed under the Initial Note into Class A Common Stockof the Company at a conversion price (the “Conversion Price”) equal to the greater of: (i) $0.25 or (ii) the lower of (A)the Fixed Conversion Price (as defined below) or (B) 90% multiplied by the lowest closing price of the Class A Common Stock during theten trading days prior to the subject conversion date (representing a discount rate of 10%). The “Fixed Conversion Price”is the lower of (x) $0.75 or (y) the closing price of the Class A Common Stock on the 60th day following the date that the SEC has declaredthe registration statement required by the NPA effective for resales of the shares by White Lion. The Conversion Price shall be automaticallyadjusted equitably for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities orthe securities of any subsidiary of the Company, as well as combinations, recapitalization, reclassifications, extraordinary distributionsand similar events. At no time may White Lion hold or be required to take more than 4.99% (or up to 9.99% at the election of White Lionpursuant to the Initial Note) of the outstanding Class A Common Stock.

Pursuant to the Initial Note, unless and untilan event of default occurs under the Initial Note, White Lion has agreed that it shall not, on any single trading day, sell shares ofClass A Common Stock issued upon conversion of the Initial Note in amounts in excess of 7% of the average trading volume of the ClassA Common Stock for the two preceding trading days, unless the trading volume for the given day is greater than 1,000,000 shares.

The Initial Note contains customary events ofdefault and is not secured by any assets of the Company.

The Company issued the Initial Note, and willissue the Second Note and any shares of Class A Common Stock issuable upon conversion of the Notes, in reliance upon the exemption fromregistration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Initial Noteand the NPA is qualified in its entirety by reference to the full text of the form of Note and the NPA, copies of which are included asExhibits 10.30 and 10.31, respectively, to the registration statement of which this supplement is made a part.

We are registering 2,400,000 shares of Class ACommon Stock herein which are issuable upon conversion of the Initial Note.

Pogo

Pogo is an exploration andproduction company that began operations in February 2017. Pogo is based in Dallas, Texas, and a field office in Loco Hills, New Mexico.As of December 31, 2024, our operating focus is the Northwest Shelf of the Permian Basin, with a specific emphasis on oil and gas producingproperties located in the Grayburg-Jackson Field in Eddy County, New Mexico. Pogo is the Operator of Record of its oil and gas properties,operating its properties through its wholly owned subsidiary, LH Operating LLC. Pogo completed multiple acquisitions in 2018 and 2019.These acquisitions included multiple producing properties in Lea and Eddy counties, New Mexico. In 2020, after identifying its core developmentproperty, Pogo successfully completed a series of divestures of its non-core properties. Then, with one key asset, its Grayburg-JacksonField in Eddy County, New Mexico, Pogo focused all of its efforts on developing this asset. This has been Pogo’s focus for 2022and 2023.

Currently, we have 12 employees(5 executive officers where 4 are in Houston and 1 in Lubbock; 7 field staff in Loco Hills). From time to time, on an as needed basis,contract workers handle additional necessary responsibilities.

Pogo owns, manages, and operates,through its wholly owned subsidiary, LH Operating, LLC, 100% working interest in a gross 13,700 acres located on the Northwest Shelf ofthe prolific oil and gas producing Permian Basin. Pogo benefits from cash flow growth through continued development of its working interest’sownership, with relatively low capital cost and lease operating expenses. As of December 31, 2024, average net daily production associatedwith Pogo’s working interests was 811 barrel of oil equivalent (“BOE”) per day consisting of 86% oil and 14% naturalgas. Pogo expects to continue to grow its cash flow by production enhancements in its operations on its gross 13,700-acre leasehold. Furthermore,Pogo intends to make additional acquisitions within the Permian Basin, as well as other oil and gas producing regions in the USA, thatmeet its investment criteria for minimum risk, geologic quality, operator capability, remaining growth potential, cash flow generationand, most importantly, rate of return.

As of December 31, 2024, 100%of Pogo’s gross 13,700 leasehold acres were located in Eddy County, New Mexico, where 100% of the leasehold working interests ownedby Pogo consist of state and federal lands. Pogo believes the Permian Basin offers some of the most compelling rates of return for Pogoand significant potential for cash flow growth. As a result of compelling rates of return, development activity in the Permian Basin hasoutpaced all other onshore U.S. oil and gas basins since the end of 2016. This development activity has driven basin-level productionto grow faster than production in the rest of the United States.

Pogo’s working interestsentitle it to receive an average of 97% of the net revenue from crude oil and natural gas produced from the oil and gas reservoirs underlyingits acreage. Pogo is not under any mandatory obligation to fund drilling and completion costs associated with oil and gas developmentbecause 100% of its lease holdings are held by production. As a working interest owner with significant net earnings, Pogo seeks to fullycapture all remaining oil and gas reserves underlying its leasehold acres by systematically developing its low risk, predictable, provenreserves by means of adding perforations in previously drilled and completed wells, were applicable, and drilling new wells in a predetermineddrilling pattern. Accordingly, Pogo’s development model generates strong margins greater than 60%, at low risk, predictable, productionoutcomes that requires low overhead and is highly scalable. For the year ended December 31, 2024, Pogo’s lifting cost was about$28.92 per barrel of oil equivalent at a realized price of $77.01 per BOE, excluding the impact of settled commodity derivatives. Pogois led by a management team with extensive oil and gas engineering, geologic and land expertise, long-standing industry relationshipsand a history of successfully managing a portfolio of working and leasehold interests, producing crude oil and natural gas assets. Pogointends to capitalize on its management team’s expertise and relationships to increase production and cash flow in the field.

Market Conditions

The price that Pogo receivesfor the oil and natural gas we produce is largely a function of market supply and demand. Because Pogo’s oil and gas revenues areheavily weighted toward oil, Pogo is more significantly impacted by changes in oil prices than by changes in the price of natural gas.World-wide supply in terms of output, especially production from properties within the United States, the production quota set by OPEC,and the strength of the U.S. dollar can adversely impact oil prices.

Historically, commodity priceshave been volatile, and Pogo expects the volatility to continue in the future. Factors impacting the future oil supply balance are world-widedemand for oil, as well as the growth in domestic oil production.

Our Key Producing Region

As of December 31, 2024, allof the Company’s properties were located exclusively within the Northwest Shelf of the Permian Basin. As of December 2023, the PermianBasin had the highest level of drilling activity in the United States with greater than 300 drilling rigs operating. By comparison, TheEagle Ford Shale region located in Southwest-central Texas has less than 60 rigs operating. The Permian Basin includes three major geologicprovinces: the Delaware Basin to the west, the Midland Basin to the east and the Central Basin Platform in between. The Northwest Shelfis the western limits of the Delaware Basin, a sub-basin within the Permian Basin complex. The Delaware Basin is identified by an abundantamount of oil-in-place, stacked pay potential across an approximately 3,900-foot hydrocarbon column, attractive well economics, favorableoperating environment, well developed network of oilfield service providers, and significant midstream infrastructure in place or activelyunder construction. One hundred percent (100%) of our working interests are located as of December 31, 2024, on the New Mexico side ofthe Delaware Basin. According to the USGS, the Delaware Basin contains the largest recoverable reserves among all unconventional basinsin the United States.

We believe the stacked-playpotential of the Delaware Basin combined with favorable drilling economics support continued production growth as Pogo develops its leaseholdposition and improve well-spacing and completion techniques. Relative to other basins in the continental United States, Pogo believesthe Delaware Basin is in a mid-stage of well development and that per-well returns will improve as Pogo continues to employ enhanced oilrecovery technologies on its leasehold acreage. Pogo believes these enhanced oil recoveries will continue to support development activitywhere it holds significant working interest, with predictable returns leading to increasing cash flows with low maintenance costs.

Our Working Interests in Grayburg-Jackson Field

As of December 31, 2024, theCompany owns a 100% working interest in 13,700 gross acres located in Eddy County, New Mexico, with a 74% weighted average net revenue.The 13,700 gross acres are strategically located in the prolific oil field, Grayburg-Jackson field. Working interests granted to the Lessee(Pogo) under an Oil and Gas Lease are real property interests that grant ownership of the crude oil and natural gas underlying a specifictract of land and the rights to explore for, drill for and produce crude oil and natural gas on that land or to lease those explorationand development rights to a third party. Those rights to explore for, drill for and produce crude oil and natural gas on that land havea set period of time for the working interest owner to exercise those rights. Typically, an Oil and Gas Lease can be automatically extendedbeyond the initial lease term with continuous drilling, production or other operating activities or through negotiated contractual leaseextension options. Only when production and drilling cease, the lease terminates.

As of December 31, 2024, 100%of the Company’s working interests are held by production (“HBP”) meaning that Pogo is not under time sensitive obligationto drill or work-over any wells on its 13,700 acres. As of December 31, 2023, 100% of the wells and leases are operated by Pogo. Pogois the official Operator of record with the state and federal regulatory agencies. As of December 31, 2024, the Company generates a substantialmajority of its revenues and cash flows from its working interests when crude oil and natural gas are produced and sold from its acreage.

Currently, Pogo’s workinginterests reside entirely in the Northwest Shelf of the Permian Basin, which Pogo believes is one of the premier crude oil and naturalgas producing regions in the United States. As of December 31, 2024, Pogo’s working interests covered 13,700 gross acres, with theroyalty owners retaining a weighted average 26% royalty. The following table summarizes Pogo’s working interest’s positionin the lands comprising its leasehold as of December 31, 2024.

As of December 31, 2024, Pogohas working interests in 342 shallow (above 4,000 ft), vertical wells producing oil and gas in paying quantities. Ninety-five of the 342producing wells were completed between 2019 and June 2022 by Pogo. In 2019, Pogo initiated a 4-well pilot water injection project intothe Seven Rivers (“7R”) oil reservoir underlying its 13,700-acre leasehold. After an evaluation period extending into early2020, Pogo determined the pilot project was successful by producing oil in paying quantities by simply adding perforations in the 7R reservoirin previously drilled and completed wells. Following the successful completion of the 4-well pilot project, Pogo commenced a work-overprogram by adding perforations in the 7R reservoir in 91 previously drilled wells between 2019 and June 2022. Prior to initiating the4-well pilot project the legacy wells were averaging 275 BOE/d. By December 2023, the total production increased to 1,022 BOE/d. Pogo’smanagement team has determined, and verified by Haas and Cobb Petroleum Consultants, LLC (“Cobb”), that 115 proved well patterns,developed but non-producing, are scheduled to be brought into production between 2024 and 2027.

As of December 31, 2024, theestimated proved crude oil and natural gas reserves attributable to Pogo’s interests in its underlying acreage were 14,492 MBOE(97% oil and 3% natural gas), based on a reserve report prepared by Cobb, worldwide petroleum consultants. Of these reserves, approximately28% were classified as proved developed producing (“PDP”) reserves, 42% were classified as proved developed non-producing(“PDNP”) reserves and 30% were classified as proved undeveloped (“PUD”) reserves. PUD reserves included in theseestimates relate solely to wells that are not yet drilled nor were not yet producing in paying quantities as of December 31, 2024. Estimatedproved reserves included in this section is presented on an actual basis, without giving pro forma effect to transactions completed aftersuch dates.

Pogo believes its productionand discretionary cash flows will grow significantly as Pogo completes its substantial PDNP inventory of 7R well patterns located on itsgross 13,700 acreage. As of December 31, 2024, Pogo had production from 342 vertical wells, and it has identified 127 additional PDNPwell patterns based on its assessment of current geological, engineering and land data. As of December 31, 2024, Pogo has identified 43PUD well patterns based on its assessment of current geological, engineering and land data.

Pogo’s working interestdevelopment strategy anticipates shifting any drilling activity associated with its PUD reserves following Pogo’s completion ofits PDNP reserves. The work-over costs attributable to adding perforations in wells previously drilled and completed is significantlyless than drilling new wells. As of December 31, 2024, Pogo’s leasehold position has 25.7 wells per square mile. Pogo expects tosee increases in its production, revenue and discretionary cash flows from the development of 115 well patterns in the 7R reservoir. Pogobelieves its current leasehold working interests provide the potential for significant long-term organic revenue growth as Pogo developsits PDNP reserves to increase crude oil and natural gas production.

Business Strategies

Pogo’s primary businessobjective is to generate discretionary cash flow by maintaining its strong cash flow from the PDP reserves and increasing cash flow bydeveloping predictable, low cost PDNP reserves in its Permian Basin asset. Pogo intends to accomplish this objective by executing thefollowing strategies:

Generate strong cashflow supported by means of disciplined development of its PDNP Reserves. As the sole working interest owner, the Company benefitsfrom the continued organic development of its acreage in the Permian Basin. As of December 31, 2024, EON, in conjunction with Cobb, athird-party engineering consulting firm, has confirmed that EON has 127, low cost, well patterns to be developed during 2025 to 2028.The total costs to complete these 127 well patterns have been predetermined by historical analysis. The estimated cost to complete eachPDNP pattern is $339,252 and the estimated cost to complete each PUD pattern is $1,187,698. A single well pattern consists of one eachproducing well with its corresponding or dedicated water injection wells, with each injection well situated on four sides of the producingwell. Water injection wells are necessary to maintain reservoir pressure in its original state and to move the oil in place toward theproducing well. Pressure maintenance helps ensure maximum oil and gas recovery. Without pressure maintenance, oil recoveries from a producingoil reservoir generally do not exceed 10% of the original oil in place (“OOIP”). With pressure maintenance by re-injectingproduced water into the oil reservoir, then Pogo expects to see ultimate oil recoveries 25% or greater of the OOIP. Offsetting oil wellson its leasehold also take advantage of the water injected into the oil reservoir, and is able to convert a high percentage of its revenueto discretionary cash flow. Because Pogo owns 100% working interests it incurs 100% of the monthly leasehold operating costs for the productionof crude oil and natural gas or capital costs for the drilling and completion of wells on its acreage. Because these wells are shallowoil producers, with vertical depths between 1500 ft and 4000 ft, the monthly operating expenses are relatively low.

Focus primarily on thePermian Basin. All of the Company’s working interests are currently located in the Permian Basin, one of the most prolificoil and gas basins in the United States. Pogo believes the Permian Basin provides an attractive combination of highly-economic and oil-weightedgeologic and reservoir properties, opportunities for development with significant inventory of drilling locations and zones to be delineatedour top-tier management team.

Maintain conservative andflexible capital structure to support Pogo’s business and facilitate long-term operations. The Company is committedto maintaining a conservative capital structure that will afford it the financial flexibility to execute its business strategies on anongoing basis. Pogo believes that internally generated cash flows from its working interests and operations, available borrowing capacityunder its revolving credit facility, and access to capital markets will provide it with sufficient liquidity and financial flexibilityto continue to acquire attractive targets with high working interests that will position it to grow its cash flows in order to distributedto its shareholders as dividends and/or reinvested to further expand its base of cash flow generating assets. Pogo intends to maintaina conservative leverage profile and utilize a mix of cash flows from operations and issuance of debt and equity securities to financefuture acquisitions.

Pogo Competitive Strengths

Pogo believes that the followingcompetitive strengths will allow it to successfully execute its business strategies and achieve its primary business objective:

Crude Oil and Natural Gas Data

In this prospectus, we includeestimates of reserves associated with the assets located in New Mexico as of December 31, 2024 and 2023. Such reserve estimates are basedon evaluations prepared by the independent petroleum engineering firm of Cobb, in accordance with Standards Pertaining to the Estimatingand Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Evaluation Engineers and definitions and guidelinesestablished by the SEC. The December 31, 2024 and 2023 reserve reports include the total interests of Pogo Resources, LLC, including the10% overriding royalty interest not acquired in the Purchase, and the reserve report as of December 31, 2024 is included in this filing.As such, the estimates of proved oil and gas and discounted future net cash flows include the total interests of Pogo Resources, LLC.

Cobb is an independent consultingfirm founded in 1983. Its compensation is not contingent on the results obtained or reported. Frank J. Marek, a Registered Texas ProfessionalEngineer and a senior technical advisor of Cobb, is primarily responsible for overseeing the preparation of the reserve report. His professionalqualifications meet or exceed the qualifications of reserve estimators set forth in the “Standards Pertaining to Estimation andAuditing of Oil and Gas Reserves Information” promulgated by the Society of Petroleum Engineers. His qualifications include: Bachelorof Science degree in Petroleum Engineering from Texas A&M University 1977; member of the Society of Petroleum Engineers; member ofthe Society of Petroleum Evaluation Engineers; and 40 years of experience in estimating and evaluating reserve information and estimatingand evaluating reserves; he is proficient in judiciously applying industry standard practices to engineering and geoscience evaluationsas well as applying SEC and other industry reserve definitions and guidelines.

Preparation of Reserve Estimates

Our reserve estimates as ofDecember 31, 2024 and 2023 included in this prospectus are based on evaluations prepared by the independent petroleum engineering firmof Haas and Cobb Petroleum Consultants, LLC in accordance with Standards Pertaining to the Estimating and Auditing of Oil and Gas ReservesInformation promulgated by the Society of Petroleum Evaluation Engineers and definitions and guidelines established by the SEC. The December31, 2024 and 2023 reserve reports include the total interests of Pogo Resources, LLC, including the 10% overriding royalty interest notacquired in the Purchase, and the reserve report as of December 31, 2024 is included in this filing. As such, the estimates of provedoil and gas and discounted future net cash flows include the total interests of Pogo Resources, LLC.

We selected Cobb as its independentreserve engineer for its historical experience and geographic expertise in engineering similar resources.

In accordance with rules andregulations of the SEC applicable to companies involved in crude oil and natural gas producing activities, proved reserves are those quantitiesof crude oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to beeconomically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, andgovernment regulations. The term “reasonable certainty” means deterministically, the quantities of crude oil and/or naturalgas are much more likely to be achieved than not, and probabilistically, there should be at least a 90% probability of recovering volumesequal to or exceeding the estimate. All of our proved reserves were estimated using a deterministic method. The estimation of reservesinvolves two distinct determinations. The first determination results in the estimation of the quantities of recoverable crude oil andnatural gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordancewith the definitions established under SEC rules. The process of estimating the quantities of recoverable reserves relies on the use ofcertain generally accepted analytical procedures. These analytical procedures fall into four broad categories or methods: (i) productionperformance-based methods, (ii) material balance-based methods; (iii) volumetric-based methods and (iv) analogy. These methods may beused singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. Reserves for proveddeveloped producing wells were estimated using production performance methods. Non-producing reserve estimates, for developed and undevelopedproperties, were forecast using a pattern simulation model.

To estimate economically recoverableproved reserves and related future net cash flows, EON considered many factors and assumptions, including the use of reservoir parametersderived from geological and engineering data that cannot be measured directly, economic criteria based on current costs and the SEC pricingrequirements and forecasts of future production rates.

Under SEC rules, reasonablecertainty can be established using techniques that have been proven effective by actual production from projects in the same reservoiror an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology isa grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to providereasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. To establishreasonable certainty with respect to EON’s estimated proved reserves, the technologies and economic data used in the estimationof its proved reserves have been demonstrated to yield results with consistency and repeatability, and include production and well testdata, downhole completion information, geologic data, electrical logs, radioactivity logs, core data, and historical well cost and operatingexpense data. 

Internal Controls

Our internal staff of petroleumengineers and geoscience professionals work closely with its independent reserve engineer to ensure the integrity, accuracy and timelinessof data furnished to such independent reserve engineer in their preparation of reserve estimates. The accuracy of any reserve estimateis a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of differentengineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly,reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered. See “Risk Factors Relatedto Our Business” appearing elsewhere in this prospectus. Our engineering group is responsible for the internal review of reserveestimates.

No portion of Pogo’sengineering group’s compensation is directly dependent on the quantity of reserves booked. The engineering group reviews the estimateswith the third-party petroleum consultant, Cobb, an independent petroleum engineering firm.

Reconciliation of Standardized Measure to PV-10

Neither PV-10 nor PV-10 afterARO are financial measures defined under accounting principles generally accepted in the United States of America (“GAAP”);therefore, the following table reconciles these amounts to the standardized measure of discounted future net cash flows, which is themost directly comparable GAAP financial measure. Management believes that the non-GAAP financial measures of PV-10 and PV-10 after AROare relevant and useful for evaluating the relative monetary significance of oil and natural gas properties. PV-10 and PV-10 after AROare used internally when assessing the potential return on investment related to oil and natural gas properties and in evaluating acquisitionopportunities. Management believes that the presentation of PV-10 and PV-10 after ARO provide useful information to investors becausethey are widely used by professional analysts and sophisticated investors in evaluating oil and natural gas companies. PV-10 and PV-10after ARO are not measures of financial or operating performance under GAAP, nor are they intended to represent the current market valueof our estimated oil and natural gas reserves. PV-10 after ARO is equivalent to the standardized measure of discounted future net cashflows as defined under GAAP. Investors should not assume that PV-10, or PV-10 after ARO, of our proved oil and natural gas reserves shownabove represent a current market value of our estimated oil and natural gas reserves.

The reconciliation of PV-10and PV-10 after ARO to the standardized measure of discounted future net cash flows relating to our estimated proved oil and natural gasreserves is as follows (in thousands):

Summary of Reserves

The following table presentsEON’s estimated proved reserves as of December 31, 2024 and 2023. The reserve report include the total interests of Pogo Resources,LLC, including the 10% overriding royalty interest not acquired in the Purchase, and the December 31, 2024 reserve report is includedin this filing as an exhibit. As such, the estimates of proved oil and gas and discounted future net cash flows include the total interestsof Pogo Resources, LLC. The reserve estimates presented in the table below are based on reports prepared by Cobb, EON’s independentpetroleum engineers, which reports were prepared in accordance with current SEC rules and regulations regarding oil and natural gas reservereporting:

Reserve engineering is a processof estimating volumes of economically recoverable crude oil and natural gas that cannot be measured in an exact manner. The accuracy ofany reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, theestimates of different engineers often vary. In addition, the results of drilling, testing, and production may justify revisions of suchestimates. Accordingly, reserve estimates often differ from the quantities of crude oil and natural gas that are ultimately recovered.Estimates of economically recoverable crude oil and natural gas and of future net revenues are based on a number of variables and assumptions,all of which may vary from actual results, including geologic interpretation, prices, and future production rates and costs. Please read“Risk Factors Related to Our Business.”

PUDs

As of December 31, 2024, EONestimated its PUD reserves to be 4,215 MBbls of crude oil and 784 MMcf of natural gas for a total of 4,346 MBOE. As of December 31, 2023,EON estimated its PUD reserves to be 4,137 MBbls of crude oil and 850 MMcf of natural gas for a total of 4,279 MBOE. PUDs will be convertedfrom undeveloped to developed as the applicable wells begin production.

The following table summarizesPogo’s changes in PUD reserves during the year ended December 31, 2023 (in MBOE):

The following table summarizesPogo’s changes in PUD reserves during the year ended December 31, 2024 (in MBOE):

Changes in EON’s PUDreserves that occurred during the year ended December 31, 2024 and 2023 were primarily due to increased operating costs.

EON has not made any capitalexpenditures in order to convert its existing PUDs because EON has been allocating its capital resources to convert PDNP reserves to PDPreserves and not to convert its PUD reserves to PDNP or PDP reserves.

EON’s PUD reserves atDecember 31, 2024 and 2023 are based on a development plan instituted by our management. All of such reserves are scheduled to be developedwithin five years from the date such locations were initially disclosed as PUD reserves. Our development plan is prepared annually bymanagement and approved by the Board of Directors. Our PUD reserves only represent reserves that are scheduled, based on such plan, tobe developed within five years from the date such locations were initially disclosed as PUDs. At December 31, 2024, we estimate that ourfuture development costs relating to the development of PUD reserves are $0 in 2025, $15.7 million in 2026, $46.1 million in 2027 and$32.3 million in 2028. Under our development plan, our existing PUDs are expected to be converted to PDP reserves by 2028.

Crude Oil and Natural Gas Production Prices and Costs

Production and Price History

The following table sets forthinformation regarding net production of crude oil and natural gas and certain price and cost information for each of the periods indicated:

Productive Wells

Productive wells located onour leasehold consist of producing vertical wells that are capable of producing oil and gas in paying quantities and are not dry wells.As of December 31, 2024, we owned working interests in 342 producing wells, 207 water injectors, and one water source well, all locatedon its 13,700 gross acre leasehold. Only one well owned by the Company is approved to be plugged and abandoned.

We are not aware of any dryholes drilled on the acreage underlying its working interest during the relevant periods.

The following table sets forththe total number of gross and net productive wells, all of which are oil wells.

Drilling and other exploration and developmentactivities

For the years ended 2024 and2023, we did not drill any new wells.

As of December 31, 2024, therewere no wells being completed or waiting on completion. Furthermore, we were not installing any waterfloods or pressure maintenance systemsor engaging in any other development activity as of such date.

Acreage and Ownership

The following figures setsforth information relating to our acreage for its working interests as of December 31, 2024:

We own 100% working intereststhat is subject to a 26% weighted average net royalty interest across its 13,700 gross acres as of December 31, 2024. For informationregarding the impact of lease expirations on our interests, please see “Risks Related to Our Business.” All of our13,700 acres are held by production and or not under any mandatory lease expiration.

Pogo’s leasehold is100% operated through its wholly owned subsidiary LH Operating and 100% of its 13,700 gross acre leasehold is HBP. The leasehold is comprisedof 23 total leases, 20 BLM and 3 NM State leases. Ninety-seven percent of its leasehold classified as PDP has title opinion coverage.For regulatory purposes, the current producing reservoirs, 7R, Queen, Grayburg, and San Andres, are considered a single, unitized pool(“pool”) for all current PDP reserves and PDNP reserves. No regulatory approval is required prior to performing workoverson existing wells within the pool (i.e., perforations, fracking, or acidizing, etc.).

LH Operating, LLC was createdto solely manage this asset on behalf of Pogo. LH Operating has performed its duties for two (2) years without any known liabilities,and are in good standing with regulatory agencies. LH Operating is fully bonded to operate in New Mexico.

Leasehold acreage

The following table sets forthcertain information regarding the total developed and undeveloped acreage in which Pogo owned an interest as of December 31, 2024.

All leasehold acreage of Pogois considered to be “Developed Acres” because completed producing wells or wells capable of producing in economic quantitiesare 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 Pogo. The interests of Pogo in the oil, gas and other minerals in“Developed Acres” are, or may be, composed of one or multiple stratigraphic zones producing or capable of producing oil andgas in economic quantities.

The leasehold of Pogo hasundergone development activities, including drilling, completion, and production operations in the Grayburg/San Andres zones (“legacyzones”) and/or the Seven Rivers waterflood zones. As a result, there are no remaining leasehold portions that require initial development.Pogo has identified new potential proved undeveloped reserves within the incremental waterflood zone of the Seven Rivers. Pogo intendsto develop and produce the Seven Rivers zone comprised of approximately 1,677 acres underlying a portion of the Developed Acres including,without limitation, infield drilling or perforation and recompletion of existing wells.

Regulation

The following disclosure describesregulations directly associated with E&P companies who are classified with state and federal regulatory agencies as Operator of recordof crude oil and natural gas properties, including Pogo.

Crude oil and natural gasoperations are subject to various types of legislation, regulation and other legal requirements enacted by governmental authorities. Thislegislation and regulation affecting the crude oil and natural gas industry is under constant review for amendment or expansion. Someof these requirements carry substantial penalties for failure to comply. The regulatory burden on the crude oil and natural gas industryincreases the cost of doing business.

Environmental Matters

Crude oil and natural gasexploration, development and production operations are subject to stringent laws and regulations governing the discharge of materialsinto the environment or otherwise relating to protection of the environment or occupational health and safety. These laws and regulationshave the potential to impact production on the properties in which Pogo owns working interest, which could materially adversely affectits business and its prospects. Numerous federal, state and local governmental agencies, such as the EPA, issue regulations that oftenrequire difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties and may result ininjunctive obligations for non-compliance. These laws and regulations may require the acquisition of a permit before drilling commences,restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drillingand production activities, limit or prohibit construction or drilling activities on certain lands lying within wilderness, wetlands, ecologicallysensitive and other protected areas, require action to prevent or remediate pollution from current or former operations, such as pluggingabandoned wells or closing earthen pits, result in the suspension or revocation of necessary permits, licenses and authorizations, requirethat additional pollution controls be installed and impose substantial liabilities for pollution resulting from operations. The strict,joint and several liability nature of such laws and regulations could impose liability upon the Operator of record regardless of fault.Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damageallegedly caused by the release of hazardous substances, hydrocarbons or other waste products into the environment. Changes in environmentallaws and regulations occur frequently, and any changes that result in more stringent and costly pollution control or waste handling, storage,transport, disposal or cleanup requirements could materially adversely affect our business and prospects.

Non-Hazardous and Hazardous Waste

The Resource Conservationand Recovery Act (“RCRA”), and comparable state statutes and regulations promulgated thereunder, affect crude oil and naturalgas exploration, development, and production activities by imposing requirements regarding the generation, transportation, treatment,storage, disposal and cleanup of hazardous and non-hazardous wastes. With federal approval, the individual states administer some or allof the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Administrative, civil and criminal penaltiescan be imposed for failure to comply with waste handling requirements. Although most wastes associated with the exploration, developmentand production of crude oil and natural gas are exempt from regulation as hazardous wastes under RCRA, these wastes typically constitutenonhazardous solid wastes that are subject to less stringent requirements. From time to time, the EPA and state regulatory agencies haveconsidered the adoption of stricter disposal standards for nonhazardous wastes, including crude oil and natural gas wastes. Moreover,it is possible that some wastes generated in connection with exploration and production of oil and gas that are currently classified asnonhazardous may, in the future, be designated as “hazardous wastes,” resulting in the wastes being subject to more rigorousand costly management and disposal requirements. On May 4, 2016, a coalition of environmental groups filed a lawsuit against EPA in theU.S. District Court for the District of Columbia for failing to update its RCRA Subtitle D criteria regulations governing the disposalof certain crude oil and natural gas drilling wastes. In December 2016, EPA and the environmental groups entered into a consent decreeto address EPA’s alleged failure. In response to the consent decree, in April 2019, the EPA signed a determination that revisionof the regulations is not necessary at this time. However, any changes in the laws and regulations could have a material adverse effecton the Operator of record (Pogo) of its properties’ capital expenditures and operating expenses, which in turn could affect productionfrom the acreage underlying our working interests and adversely affect our business and prospects.

Remediation

The Comprehensive EnvironmentalResponse, Compensation, and Liability Act (“CERCLA”) and analogous state laws generally impose strict, joint and several liability,without regard to fault or legality of the original conduct, on classes of persons who are considered to be responsible for the releaseof a “hazardous substance” into the environment. These persons include the current owner or operator of a contaminated facility,a former owner or operator of the facility at the time of contamination, and those persons that disposed or arranged for the disposalof the hazardous substance at the facility. Under CERCLA and comparable state statutes, persons deemed “responsible parties”may be subject to strict, joint and several liability for the costs of removing or remediating previously disposed wastes (including wastesdisposed of or released by prior owners or operators) or property contamination (including groundwater contamination), for damages tonatural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other thirdparties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.In addition, the risk of accidental spills or releases could expose Pogo’s working interests underlying its leasehold acreage tosignificant liabilities that could have a material adverse effect on the operators’ businesses, financial condition and resultsof operations. Liability for any contamination under these laws could require us to make significant expenditures to investigate and remediatesuch contamination or attain and maintain compliance with such laws and may otherwise have a material adverse effect on their resultsof operations, competitive position or financial condition.

Water Discharges

The Clean Water Act (“CWA”),the SDWA, the Oil Pollution Act of 1990 (“OPA”), and analogous state laws and regulations promulgated thereunder impose restrictionsand strict controls regarding the unauthorized discharge of pollutants, including produced waters and other crude oil and natural gaswastes, into regulated waters. The definition of regulated waters has been the subject of significant controversy in recent years. TheEPA and U.S. Army Corps of Engineers published a revised definition on January 18, 2023, which has been challenged in court. To the extentany future rule expands the scope of jurisdiction, it may impose greater compliance costs or operational requirements on Pogo.as the Operatorof record. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued bythe EPA or the state. The CWA and regulations implemented thereunder also prohibit the discharge of dredge and fill material into regulatedwaters, including jurisdictional wetlands, unless authorized by an appropriately issued permit. In addition, spill prevention, controland countermeasure plan requirements under federal law require appropriate containment berms and similar structures to help prevent thecontamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture or leak. Production EPA has also adoptedregulations requiring certain crude oil and natural gas facilities to obtain individual permits or coverage under general permits forstorm water discharges, and in June 2016, the EPA finalized effluent limitation guidelines for the discharge of wastewater from hydraulicfracturing.

The OPA is the primary federallaw for crude oil spill liability. The OPA contains numerous requirements relating to the prevention of and response to petroleum releasesinto regulated waters, including the requirement that operators of offshore facilities and certain onshore facilities near or crossingwaterways must develop and maintain facility response contingency plans and maintain certain significant levels of financial assuranceto cover potential environmental cleanup and restoration costs. The OPA subject’s owners of facilities to strict, joint and severalliability for all containment and cleanup costs and certain other damages arising from a release, including, but not limited to, the costsof responding to a release of crude oil into surface waters.

Noncompliance with the CWA,the SDWA, or the OPA may result in substantial administrative, civil and criminal penalties, as well as injunctive obligations, for theOperator of record (Pogo) underlying its leasehold working interest.

Air Emissions

The CAA, and comparable statelaws and regulations, regulate emissions of various air pollutants through the issuance of permits and the imposition of other requirements.The EPA has developed, and continues to develop, stringent regulations governing emissions of air pollutants at specified sources. Newfacilities may be required to obtain permits before work can begin, and existing facilities may be required to obtain additional permitsand incur capital costs in order to remain in compliance. For example, in June 2016, the EPA established criteria for aggregating multiplesmall surface sites into a single source for air quality permitting purposes, which could cause small facilities, on an aggregate basis,to be deemed a major source subject to more stringent air permitting processes and requirements. These laws and regulations may increasethe costs of compliance for crude oil and natural gas producers and impact production of the acreage underlying Pogo’s working interests.In addition, federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with airpermits or other requirements of the federal CAA and associated state laws and regulations. Moreover, obtaining or renewing permits hasthe potential to delay the development of crude oil and natural gas projects.

Climate Change

Climate change continues toattract considerable public and scientific attention. As a result, numerous proposals have been made and are likely to continue to bemade at the international, national, regional and state levels of government to monitor and limit emissions of carbon dioxide, methaneand other GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting and tracking programsand regulations that directly limit GHG emissions from certain sources.

In the United States, no comprehensiveclimate change legislation has been implemented at the federal level. However, following the U.S. Supreme Court finding that GHG emissionsconstitute a pollutant under the Clean Air Act (the “CAA”), the EPA has adopted regulations that, among other things, establishconstruction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reportingof GHG emissions from certain petroleum and natural gas system sources in the United States, and together with the U.S. Department ofTransportation (the “DOT”), implementing GHG emissions limits on vehicles manufactured for operation in the United States.The regulation of methane from oil and gas facilities has been subject to uncertainty in recent years. In September 2020, the Trump Administrationrevised prior regulations to rescind certain methane standards and remove the transmission and storage segments from the source categoryfor certain regulations. However, subsequently, the U.S. Congress approved, and President Biden signed into law, a resolution under theCongressional Review Act to repeal the September 2020 revisions to the methane standards, effectively reinstating the prior standards.Additionally, in November 2021, the EPA issued a proposed rule that, if finalized, would establish OOOO(b) new source and OOOO(c) first-timeexisting source standards of performance for methane and volatile organic compound emissions for oil and gas facilities. Operators ofaffected facilities will have to comply with specific standards of performance to include leak detection using optical gas imaging andsubsequent repair requirement, and reduction of emissions by 95% through capture and control systems. The EPA issued supplemental rulesregarding methane emissions on December 6, 2022. The IRA established the Methane Emissions Reduction Program, which imposes a charge onmethane emissions from certain petroleum and natural gas facilities, which may apply to our operations in the future and may require usto expend material sums. We cannot predict the scope of any final methane regulatory requirements or the cost to comply with such requirements.Given the long-term trend toward increasing regulation, future federal GHG regulations of the oil and gas industry remain a significantpossibility.

Separately, various statesand groups of states have adopted or are considering adopting legislation, regulation or other regulatory initiatives that are focusedon such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. For example,New Mexico has adopted regulations to restrict the venting or flaring of methane from both upstream and midstream operations. At the internationallevel, the United Nations-sponsored “Paris Agreement” requires member states to submit non-binding, individually-determinedreduction goals known as Nationally Determined Contributions every five years after 2020. President Biden recommitted the United Statesto the Paris Agreement and, in April 2021, announced a goal of reducing the United States’ emissions by 50-52% below 2005 levelsby 2030. Additionally, at the 26^th Conference of the Parties to the United Nations Framework Convention on Climate Change (“COP26”)in Glasgow in November 2021, the United States and the European Union jointly announced the launch of a Global Methane Pledge, an initiativecommitting to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030, including “all feasiblereductions” in the energy sector. However, in January 2025, President Trump withdrew from the Paris Agreement. The full impact ofthese actions cannot be predicted at this time.

Governmental, scientific,and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the UnitedStates, including climate change related pledges made by certain candidates now in public office. Litigation risks are also increasingas a number of entities have sought to bring suit against various oil and natural gas companies in state or federal court, alleging amongother things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that thecompanies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failingto adequately disclose those impacts.

There are also increasingfinancial risks for fossil fuel producers as shareholders currently invested in fossil-fuel energy companies may elect in the future toshift some or all of their investments into non-fossil fuel related sectors. Institutional lenders who provide financing to fossil fuelenergy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding forfossil fuel energy companies. For example, at COP26, the Glasgow Financial Alliance for Net Zero (“GFANZ”) announced thatcommitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero goals. The varioussub-alliances of GFANZ generally require participants to set short-term, sector-specific targets to transition their financing, investing,and/or underwriting activities to net zero emissions by 2050. There is also a risk that financial institutions will be required to adoptpolicies that have the effect of reducing the funding provided to the fossil fuel sector. In late 2020, the Federal Reserve announcedthat is has joined the Network for Greening the Financial System, a consortium of financial regulators focused on addressing climate-relatedrisks in the financial sector. Subsequently, in November 2021, the Federal Reserve issued a statement in support of the efforts of theNetwork for Greening the Financial System to identify key issues and potential solutions for the climate-related challenges most relevantto central banks and supervisory authorities. Limitation of investments in and financing for fossil fuel energy companies could resultin the restriction, delay or cancellation of drilling programs or development or production activities. Additionally, the SEC announcedits intention to promulgate rules requiring climate disclosures. Although the form and substance of these requirements is not yet known,this may result in additional costs to comply with any such disclosure requirements.

The adoption and implementationof new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringentstandards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil andnatural gas or generate the GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demandfor oil and natural gas, which could reduce the profitability of Pogo’s interests. Additionally, political, litigation and financialrisks may result in Pogo restricting or cancelling production activities, incurring liability for infrastructure damages as a result ofclimatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce the profitability ofits interests. One or more of these developments could have a material adverse effect on Pogo’s business, financial condition andresults of operation.

Climate change may also resultin various physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrologicalpatterns, that could adversely impact our operations, as well as those of our operators and their supply chains. Such physical risks mayresult in damage to operators’ facilities or otherwise adversely impact their operations, such as if they become subject to wateruse curtailments in response to drought, or demand for their products, such as to the extent warmer winters reduce the demand for energyfor heating purposes.

Regulation of Hydraulic Fracturing

Hydraulic fracturing is animportant and common practice that is used to stimulate production of hydrocarbons from tight formations. The process involves the injectionof water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production. Hydraulic fracturingoperations have historically been overseen by state regulators as part of their crude oil and natural gas regulatory programs.

However, several agencieshave asserted regulatory authority over certain aspects of the process. For example, in August 2012, the EPA finalized regulations underthe federal CAA that establish new air emission controls for crude oil and natural gas production and natural gas processing operations.Federal regulation of methane emissions from the oil and gas sector has been subject to substantial controversy in recent years.

In addition, governments havestudied the environmental aspects of hydraulic fracturing practices. These studies, depending on their degree of pursuit and whether anymeaningful results are obtained, could spur initiatives to further regulate hydraulic fracturing under the SDWA or other regulatory authorities.For example, in December 2016, the EPA issued its final report on a study it had conducted over several years regarding the effects ofhydraulic fracturing on drinking water sources. The final report, concluded that “water cycle” activities associated withhydraulic fracturing may impact drinking water under certain limited circumstances.

Several states have adopted,or are considering adopting, regulations that could restrict or prohibit hydraulic fracturing in certain circumstances and/or requirethe disclosure of the composition of hydraulic fracturing fluids. For example, the Railroad Commission of Texas has previously issueda “well integrity rule,” which updates the requirements for drilling, putting pipe down, and cementing wells. The rule alsoincludes new testing and reporting requirements, such as: (i) the requirement to submit cementing reports after well completion or aftercessation of drilling, whichever is later; and (ii) the imposition of additional testing on wells less than 1,000 feet below usable groundwater.The well integrity rule took effect in January 2014. Local governments also may seek to adopt ordinances within their jurisdictions regulatingthe time, place and manner of drilling activities in general or hydraulic fracturing activities in particular or prohibit the performanceof well drilling in general or hydraulic fracturing in particular.

State and federal regulatoryagencies recently have focused on a possible connection between the hydraulic fracturing related activities, particularly the disposalof produced water in underground injection wells, and the increased occurrence of seismic activity. When caused by human activity, suchevents are called induced seismicity. In some instances, operators of injection wells in the vicinity of seismic events have been orderedto reduce injection volumes or suspend operations. Some state regulatory agencies, including those in Colorado, Ohio, Oklahoma and Texas,have modified their regulations to account for induced seismicity. For example, in October 2014, the Railroad Commission published a newrule governing permitting or re-permitting of disposal wells that would require, among other things, the submission of information onseismic events occurring within a specified radius of the disposal well location, as well as logs, geologic cross sections and structuremaps relating to the disposal area in question. If the permittee or an applicant of a disposal well permit fails to demonstrate that theproduced water or other fluids are confined to the disposal zone or if scientific data indicates such a disposal well is likely to beor determined to be contributing to seismic activity, then the agency may deny, modify, suspend or terminate the permit application orexisting operating permit for that well. The Railroad Commission of Texas has used this authority to deny permits for waste disposal wells.In some instances, regulators may also order that disposal wells be shut in. In late 2021, the Railroad Commission of Texas issued a noticeto operators of disposal wells in the Midland area, to reduce saltwater disposal well actions and provide certain data to the commission.Separately, in November 2021, New Mexico implemented protocols requiring operators to take various actions within a specified proximityof certain seismic activity, including a requirement to limit injection rates if a seismic event is of a certain magnitude. As a resultof these developments, Pogo as the Operator of record may be required to curtail operations or adjust development plans, which may adverselyimpact Pogo’s business.

The USGS has identified sixstates with the most significant hazards from induced seismicity, including New Mexico, Oklahoma and Texas. In addition, a number of lawsuitshave been filed, most recently in Oklahoma, alleging that disposal well operations have caused damage to neighboring properties or otherwiseviolated state and federal rules regulating waste disposal. These developments could result in additional regulation and restrictionson the use of injection wells and hydraulic fracturing. Such regulations and restrictions could cause delays and impose additional costsand restrictions on Pogo’s properties and on their waste disposal activities.

If new laws or regulationsthat significantly restrict hydraulic fracturing and related activities are adopted, such laws could make it more difficult or costlyto perform fracturing to stimulate production from tight formations. In addition, if hydraulic fracturing is further regulated at thefederal or state level, fracturing activities could become subject to additional permitting and financial assurance requirements, morestringent construction specifications, increased monitoring, reporting and recordkeeping obligations, plugging and abandonment requirementsand also to attendant permitting delays and potential increases in costs. Such legislative changes could cause Pogo to incur substantialcompliance costs, and compliance or the consequences of any failure to comply could have a material adverse effect on Pogo’s financialcondition and results of operations. At this time, it is not possible to estimate the impact on Pogo’s business of newly enactedor potential federal or state legislation governing hydraulic fracturing.

Endangered Species Act

The ESA restricts activitiesthat may affect endangered and threatened species or their habitats. The designation of previously unidentified endangered or threatenedspecies could cause E&P operators to incur additional costs or become subject to operating delays, restrictions or bans in the affectedareas. Recently, there have been renewed calls to review protections currently in place for the dunes sagebrush lizard, whose habitatincludes parts of the Permian Basin, and to reconsider listing the species under the ESA. For example, in October 2019 environmentalgroups filed a lawsuit against the FWS seeking to compel the agency to list the species under the ESA, and in July 2020, FWS agreedto initiate a 12-month review to determine whether listing the species was warranted, which determination remains outstanding. Additionally,in June 2021, the FWS proposed to list two distinct population sections of the Lesser Prairie Chicken, including one in portionsof the Permian Basin, under the ESA, which was finalized on November 25, 2022. To the extent species are listed under the ESAor similar state laws, or previously unprotected species are designated as threatened or endangered in areas where Pogo’s propertiesare located, operations on those properties could incur increased costs arising from species protection measures and face delays or limitationswith respect to production activities thereon.

Employee Health and Safety

Operations on Pogo’sproperties are subject to a number of federal and state laws and regulations, including the federal Occupational Safety and Health Act(“OSHA”) and comparable state statutes, whose purpose is to protect the health and safety of workers. In addition, the OSHAhazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendmentand Reauthorization Act, and comparable state statutes require that information be maintained concerning hazardous materials used or producedin operations and that this information be provided to employees, state and local government authorities and citizens.

Other Regulation of the Crude Oil and NaturalGas Industry

The crude oil and naturalgas industry is extensively regulated by numerous federal, state and local authorities. Legislation affecting the crude oil and naturalgas industry is under constant review for amendment or expansion, frequently increasing the regulatory burden. Also, numerous departmentsand agencies, both federal and state, are authorized by statute to issue rules and regulations that are binding on the crude oil and naturalgas industry and its individual members, some of which carry substantial penalties for failure to comply. Although the regulatory burdenon the crude oil and natural gas industry increases the cost of doing business, these burdens generally do not affect us any differentlyor to any greater or lesser extent than they affect other companies in the industry with similar types, quantities and locations of production.

The availability, terms andconditions and cost of transportation significantly affect sales of crude oil and natural gas. The interstate transportation of crudeoil and natural gas and the sale for resale of natural gas is subject to federal regulation, including regulation of the terms, conditionsand rates for interstate transportation, storage and various other matters, primarily by the Federal Energy Regulatory Commission (“FERC”).Federal and state regulations govern the price and terms for access to crude oil and natural gas pipeline transportation. FERC’sregulations for interstate crude oil and natural gas transmission in some circumstances may also affect the intrastate transportationof crude oil and natural gas.

Pogo cannot predict whethernew legislation to regulate crude oil and natural gas might be proposed, what proposals, if any, might actually be enacted by the U.S. Congressor the various state legislatures, and what effect, if any, the proposals might have on its operations. Sales of crude oil and condensateare not currently regulated and are made at market prices.

Drilling and Production

The operations on Pogo’sproperties are subject to various types of regulation at the federal, state and local level. These types of regulation include requiringpermits for the drilling of wells, drilling bonds and reports concerning operations. The state, and some counties and municipalities,in which Pogo operates also regulate one or more of the following:

State laws regulate the sizeand shape of drilling and spacing units or proration units governing the pooling of crude oil and natural gas properties. Some statesallow forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases.In some instances, forced pooling or unitization may be implemented by third parties and may reduce Pogo’s interest in the unitizedproperties. In addition, state conservation laws establish maximum rates of production from crude oil and natural gas wells, generallyprohibit the venting or flaring of natural gas and impose requirements regarding the ratability of production. These laws and regulationsmay limit the amount of crude oil and natural gas that the Pogo’s properties can produce from Pogo’s wells or limit the numberof wells or the locations at which can be drill. Moreover, each state generally imposes a production or severance tax with respect tothe production and sale of crude oil and natural gas within its jurisdiction. States do not regulate wellhead prices or engage in othersimilar direct regulation, but Pogo cannot assure you that they will not do so in the future. The effect of such future regulations maybe to limit the amounts of crude oil and natural gas that may be produced from Pogo’s wells, negatively affect the economics ofproduction from these wells or to limit the number of locations operators can drill.

Federal, state and local regulationsprovide detailed requirements for the abandonment of wells, closure or decommissioning of production facilities and pipelines and forsite restoration in areas where Pogo operates. The U.S. Army Corps of Engineers and many other state and local authorities also haveregulations for plugging and abandonment, decommissioning and site restoration. Although the U.S. Army Corps of Engineers does notrequire bonds or other financial assurances, some state agencies and municipalities do have such requirements.

Natural Gas Sales and Transportation

FERC has jurisdiction overthe transportation and sale for resale of natural gas in interstate commerce by natural gas companies under the Natural Gas Act of 1938(“NGA”) and the Natural Gas Policy Act of 1978. Since 1978, various federal laws have been enacted which have resultedin the complete removal of all price and non-price controls for sales of domestic natural gas sold in “first sales.”

Under the Energy Policy Act of 2005,FERC has substantial enforcement authority to prohibit the manipulation of natural gas markets and enforce its rules and orders, includingthe ability to assess substantial civil penalties. FERC also regulates interstate natural gas transportation rates and service conditionsand establishes the terms under which Pogo’s properties may use interstate natural gas pipeline capacity, as well as the revenuesreceived for release of natural gas pipeline capacity. Interstate pipeline companies are required to provide nondiscriminatory transportationservices to producers, marketers and other shippers, regardless of whether such shippers are affiliated with an interstate pipeline company.FERC’s initiatives have led to the development of a competitive, open access market for natural gas purchases and sales that permitsall purchasers of natural gas to buy gas directly from third-party sellers other than pipelines.

Gathering service, which occursupstream of jurisdictional transmission services, is regulated by the states onshore and in state waters. Section 1(b) of theNGA exempts natural gas gathering facilities from regulation by FERC under the NGA. FERC has in the past reclassified certain jurisdictionaltransmission facilities as non-jurisdictional gathering facilities, which may increase the operators’ costs of transportinggas to point-of-sale locations. This may, in turn, affect the costs of marketing natural gas that Pogo’s properties produce.

Historically, the naturalgas industry was more heavily regulated; therefore, Pogo cannot guarantee that the regulatory approach currently pursued by FERC and theU.S. Congress will continue indefinitely into the future nor can Pogo determine what effect, if any, future regulatory changes mighthave on its natural gas related activities.

Crude Oil Sales and Transportation

Crude oil sales are affectedby the availability, terms and cost of transportation. The transportation of crude oil in common carrier pipelines is also subject torate regulation. FERC regulates interstate crude oil pipeline transportation rates under the Interstate Commerce Act and intrastate crudeoil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate crude oil pipelineregulation, and the degree of regulatory oversight and scrutiny given to intrastate crude oil pipeline rates, varies from state to state.Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, Pogo believes that the regulationof crude oil transportation rates will not affect its operations in any materially different way than such regulation will affect theoperations of its competitors.

Further, interstate and intrastatecommon carrier crude oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriersmust offer service to all similarly situated shippers requesting service on the same terms and under the same rates. When crude oil pipelinesoperate at full capacity, access is governed by pro-rationing provisions set forth in the pipelines’ published tariffs. Accordingly,Pogo believes that access to crude oil pipeline transportation services of Pogo’s properties will not materially differ from Pogo’scompetitors’ access to crude oil pipeline transportation services.

State Regulation

New Mexico regulates the drillingfor, and the production, gathering and sale of, crude oil and natural gas, including imposing severance taxes and requirements for obtainingdrilling permits. New Mexico currently imposes a 3.75% severance tax on the market value of crude oil and natural gas production as wellas other production taxes for conservation, schools, ad valorem, and equipment. Combined, these taxes amount to 8-9% tax on marketvalue of crude and natural gas production. States also regulate the method of developing new fields, the spacing and operation of wellsand the prevention of waste of crude oil and natural gas resources.

States may regulate ratesof production and may establish maximum daily production allowables from crude oil and natural gas wells based on market demand or resourceconservation, or both. States do not regulate wellhead prices or engage in other similar direct economic regulation, but Pogo cannot assureyou that they will not do so in the future. Should direct economic regulation or regulation of wellhead prices by the states increase,this could limit the amount of crude oil and natural gas that may be produced from wells on Pogo’s properties and the number ofwells or locations Pogo’s properties can drill.

The petroleum industry isalso subject to compliance with various other federal, state and local regulations and laws. Some of those laws relate to resource conservationand equal employment opportunity. Pogo does not believe that compliance with these laws will have a material adverse effect on its business.

Title to Properties

Prior to completing an acquisitionof a target or working interests, Pogo performs a title review on each tract to be acquired. Pogo’s title review is meant to confirmthe working interests owned by a prospective seller, the property’s lease status and royalty amount as well as encumbrances or otherrelated burdens. As a result, title examinations have been obtained on substantially all of Pogo’s properties.

In addition to Pogo’sinitial title work, Pogo often will conduct a thorough title examination prior to leasing any new acres, and/or drilling a well. Shouldany further title work uncover any further title defects, Pogo will perform curative work with respect to such defects. Pogo generallywill not commence drilling operations on a property until any material title defects on such property have been cured.

Pogo believes that the titleto its assets is satisfactory in all material respects. Although title to these properties is in some cases subject to encumbrances, suchas customary royalty interest generally retained in connection with the acquisition of crude oil and gas interests, non-participating royaltyinterests and other burdens, easements, restrictions or minor encumbrances customary in the crude oil and natural gas industry, Pogo believesthat none of these encumbrances will materially detract from the value of these properties or from its interest in these properties.

Competition

The crude oil and naturalgas business is highly competitive; Pogo primarily competes with companies for the acquisition of targets with high percentage of workinginterests underlying crude oil and natural gas leases. Many of Pogo’s competitors not only own and acquire working interests butalso explore for and produce crude oil and natural gas and, in some cases, carry on midstream and refining operations and market petroleumand other products on a regional, national or worldwide basis. By engaging in such other activities, Pogo’s competitors may be ableto develop or obtain information that is superior to the information that is available to us. In addition, certain of Pogo’s competitorsmay possess financial or other resources substantially larger than Pogo possesses. Pogo’s ability to acquire additional workinginterests and properties and to discover reserves in the future will be dependent upon its ability to evaluate and select suitable propertiesand to consummate transactions in a highly competitive environment.

In addition, crude oil andnatural gas products compete with other forms of energy available to customers, primarily based on price. These alternate forms of energyinclude electricity, coal, and fuel oils. Changes in the availability or price of crude oil and natural gas or other forms of energy,as well as business conditions, conservation, legislation, regulations, and the ability to convert to alternate fuels and other formsof energy may affect the demand for crude oil and natural gas.

Pogo Seasonality of Business

Weather conditions affectthe demand for, and prices of, natural gas and can also delay drilling activities, disrupting Pour overall business plans. Additionally,Pogo’s properties are located in areas adversely affected by seasonal weather conditions, primarily in the winter and spring. Duringperiods of heavy snow, ice or rain, Pogo may be unable to move their equipment between locations, thereby reducing its ability to operatePogo’s wells, reducing the amount of crude oil and natural gas produced from the wells on Pogo’s properties during such times.Additionally, extended drought conditions in the areas in which Pogo’s properties are located could impact its ability to sourcesufficient water or increase the cost for such water. Furthermore, demand for natural gas is typically higher during the winter, resultingin higher natural gas prices for Pogo’s natural gas production during its first and fourth quarters. Certain natural gas users utilizenatural gas storage facilities and purchase some of their anticipated winter requirements during the summer, which can lessen seasonaldemand fluctuations. Seasonal weather conditions can limit drilling and producing activities and other crude oil and natural gas operationsin Pogo’s operating areas. Due to these seasonal fluctuations, our results of operations for individual quarterly periods may notbe indicative of the results that it may realize on an annual basis.

Employees and Human Working Capital

We have salaried and regularpay employees in the field as well as management at our corporate offices. As of December 31, 2024, we employed 7 full-time salaried andregular pay field individuals under no ongoing employment contracts who provided direct support to Pogo’s operations. As of December31, 2024, we employed 5 full-time salaried employees at our corporate offices, 5 of which have ongoing employment contracts. None of theseemployees are covered by collective bargaining agreements.

Human capital management iscritical to our ongoing business success, which requires investing in our people. Our aim is to create a highly engaged and motivatedworkforce where employees are inspired by leadership, engaged in purpose-driven, meaningful work and have opportunities for growth anddevelopment. We are an equal opportunity employer and we are fundamentally committed to creating and maintaining a work environment inwhich employees are treated with respect and dignity. All human resources policies, practices and actions related to hiring, promotion,compensation, benefits and termination are administered in accordance with the principles of equal employment opportunity and other legitimatecriteria without regard to race, color, religion, sex, sexual orientation, gender expression or identity, ethnicity, national origin,ancestry, age, mental or physical disability, genetic information, any veteran status, any military status or application for militaryservice, or membership in any other category protected under applicable laws.

An effective approach to humancapital management requires that we invest in talent, development, culture and employee engagement. We aim to create an environment whereour employees are encouraged to make positive contributions and fulfill their potential.

Our Board of Directors isalso actively involved in reviewing and approving executive compensation, selections and succession plans so that we have leadership inplace with the requisite skills and experience to deliver results the right way.

Emerging Growth Company

We are an “emerginggrowth company,” as defined in the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not “emerging growth companies” including, but not limitedto, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduceddisclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirementsof holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previouslyapproved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securitiesand the prices of our securities may be more volatile.

In addition, Section 107of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period providedin Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerginggrowth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.We intend to take advantage of the benefits of this extended transition period. Accordingly, the information we provide to you may bedifferent than you might get from other public companies in which you hold securities.

We will remain an emerginggrowth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the closing of our InitialPublic Offering, or December 31, 2027, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least$1.07 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” asdefined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occurif the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the secondfiscal quarter of such year or (iv) the date on which we have issued more than $1.00 billion in non-convertible debt securitiesduring the prior three-year period.

Facilities

We currently maintain ourexecutive offices at 3730 Kirby Drive, Suite 1200, Houston, Texas 77098. We recently leased a space at 10810 Old Katy Rd, Katy, TX 77494just beyond the Houston city limits for our engineering and geological center. The cost for the two spaces combined is approximately $3,000per month. We consider our current office space adequate for our current operations.

Legal Proceedings

There is no material litigation,arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. 

Corporate Information

Our executive offices arelocated at 3730 Kirby Drive, Suite 1200, Houston, Texas 77098, and our telephone number is (713) 834-1145.

Management’sDiscussion and Analysis of
Financial Condition and Results of Operations

References in this sectionto “we,” “us”, “EON”, the “Successor” or the “Company” refer to EON ResourcesInc. (f/k/a HNR Acquisition Corp) (and the business of Pogo which became the business of the Company after giving effect to the Purchase).References to our “management” or our “management team” refer to our officers and directors, and references tothe “Sponsor” refer to HNRAC Sponsors, LLC. “Predecessor” refers to the historical business of Pogo prior to thePurchase on November 15, 2023. The following discussion and analysis of the Company’s financial condition and results of operationsshould be read in conjunction with the financial statements and the notes thereto contained elsewhere in this prospectus. Certain informationcontained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties - See“SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS”.

Overview

We are an independent oiland natural gas company based in Texas and formed in 2017 that is focused on the acquisition, development, exploration, production anddivestiture of oil and natural gas properties in the Permian Basin. The Permian Basin is located in west Texas and southeastern New Mexicoand is characterized by high oil and liquids-rich natural gas content, multiple vertical and horizontal target horizons, extensive productionhistories, long-lived reserves and historically high drilling success rates. our properties are in the Grayburg-Jackson Field in EddyCounty, New Mexico, which is a sub-area of the Permian Basin. Pogo focuses primarily on production through waterflooding recovery methods.

The Company’s assetsas mentioned above consist of contiguous leasehold positions of approximately 13,700 gross (13,700 net) acres with an average workinginterest of 100%. We operate 100% of the net acreage across the Company’s assets, all of which is net operated acreage of verticalwells with average depths of approximately 3,810 feet.

Our average daily productionfor the year ended December 31, 2024, was 798 barrel of oil equivalent (“BOE”) per day, and for the year ended December 31,2023, was 1,022 BOE per day. The decrease in production is due to an increase in well downtime, field conditions requiring certain enhancements,and the conveyance of the 10% Override royalty interest to Pogo Royalty.

Selected Factors That Affect Our OperatingResults

Our revenues, cash flows fromoperations and future growth depend substantially upon: