HNR Acquisition Corp. (NYSE:HNRA) announced this morning that it has adjourned its special meeting and entered into a forward purchase agreement (FPA) with Meteora involving up to 3,000,000 shares of common stock for its combination with oil developer Pogo Resources.
The SPAC initially intended to hold its completion vote on October 30, but the meeting was adjourned and will now take place on November 13, at 10:00 am ET.
Based upon the preliminary reports that have been provided to HNRA, holders of an aggregate of 4,480,725 public shares of HNRA’s common stock have submitted requests to redeem their shares, with these redemptions taking effect upon the closing of the business combination.
If no one chooses to reverse these redemptions, HNR will have just 28,678 shares remaining. But, shareholders still have the right to exercise their right to redemption until 5:00 p.m. ET on November 9.
Arranging this FPA just days later likely stemmed from the adjournment of the completion vote and high redemption numbers. The SPAC entered into the FPA with Meteora to purchase up to 3,000,000 shares concurrently with the closing of the transactions, capped at 9.9% of HNR’s total equity, unless they decide to waive this constraint. The agreement also introduces a prepayment shortfall, which is calculated as 0.50% of the product of recycled shares and the initial price.
Additionally, Meteora can sell recycled shares at certain conditions, including shortfall sales and optional early termination. The prepayment amount will be paid by HNR from its trust. The reset price is $10.00 but can be reduced after a dilutive offering, which may increase the purchased amount.
As part of the FPA, Meteora has agreed to waive redemption rights for recycled shares in connection with the purchase and sale. As noted in the 8-k, this waiver has the potential to influence the number of HNRA Shares redeemed in the transaction, which could, in turn, affect the perception of the deal’s overall strength.
HNR inked its membership purchase agreement with Pogo Resources back in January. In August, the SPAC reworked the combination to purchase all of the equity interests of Pogo Resources, revising the purchase price to an aggregate amount of $63 million in cash plus two million shares of a new class of Class B Common Stock and two million units in the company’s newly-formed subsidiary.
Pogo Resources’ fields comprise 13,700 leasehold acres, 343 producing wells and 207 injection wells for a total of 550 wells on the properties. Management expects to increase daily production to nearly 4,000 barrels of oil and oil equivalent in the next three years.