HNR Acquisition Corp. (HNRA) Inks Common Stock Purchase Agreement
by Marlena Haddad on 2022-10-21 at 6:34pm

HNR Acquisition Corp. (NYSE:HNRA) announced this afternoon that it has entered into a common stock purchase agreement and a related registration rights agreement with White Lion Capital.

Pursuant to the agreement, HNR has the right, but not the obligation, to require White Lion to purchase up to $150 million in newly issued shares of the company’s Class A common stock.

HNR’s right to sell shares to White Lion will start on the effective date of the registration statement and extend until December 31, 2025. During the term, HNR may notify White Lion when it exercises its right to sell shares. The number of shares sold pursuant to any such notice is not allowed to exceed the lower of $2 million and the dollar amount equal to the product of the effective daily trading volume the closing price of common stock on the effective date 400% and 30%, divided by the closing price preceding the notice date and a number of shares equal to the average daily trading volume multiplied by the percentage limit.

The purchase price to be paid by White Lion for any shares will equal 96% of the lowest daily VWAP of common stock during a period of two consecutive trading days following the notice date.

HNR will have the right to terminate the agreement at any time after commencement at no cost or penalty, upon three trading days’ prior written notice.

White Lion will also have the right to terminate the agreement, upon three days’ prior written notice to HNR, but only under certain conditions.  This includes if there is a fundamental transaction, if HNR is in breach or default in any respect of the White Lion RRA, if there is a lapse of the effectiveness of the registration statement for a period of 45 consecutive trading days or for more than an aggregate of 90 trading days in any 365-day period, the suspension of trading for a period of five consecutive trading days, the material breach of the agreement, which breach is not cured within the applicable cure period or a material adverse effect has occurred and is continuing. No termination of the agreement will impact the registration rights provisions contained in the White Lion RRA.

In exchange for White Lion’s commitments, HNR has agreed to issue shares of common stock having a value of $1.5 million. This will be based on the VWAP of the common stock on a date that is the earlier to occur of two trading days prior to the filing of the registration statement it will file pursuant to the White Lion RRA and after the closing of any business combination agreement, the trading day prior to the investor sending a written request to HNR for such commitment shares, and to include such shares in the registration statement.

HNR has not yet found a target and is still searching to combine with a business focused on natural gas, natural gas liquids, crude oil or refined products in North America. However, the fact that it is currently lining up a common stock purchase agreement would imply something is on the horizon soon.

The SPAC announced its $75 million IPO earlier this year in February and is led by CEO and Chairman Donald H. Goree, and President Donald W. Orr.

HNR Acquisition Corp. (HNRA) Inks Common Stock Purchase Agreement
Recent Posts
by Nicholas Alan Clayton on 2025-07-07 at 9:05am

Emmis Acquisition Corporation (NASDAQ:EMISU) has filed for a $100 million SPAC to take a look at the manufacturing sector after a few unique wrinkles in their IPO process. Initial investors are set to receive one right to a 1/10 share in each unit purchased and the SPAC will have 18 months to complete a business...

by Nicholas Alan Clayton on 2025-07-07 at 8:50am

Chenghe III (NASDAQ:CHEC.U) has filed for a $110 million SPAC to continue the team’s growing series while turning to a new underwriter. The new SPAC is offering investors a 1/2 warrant in each unit and no overfunding of the trust, but it will need to complete a business combination within 18 months of its IPO...

by Nicholas Alan Clayton on 2025-07-07 at 8:22am

At the SPAC of Dawn Futures sit slightly red as investors return from holidays of barbecues and fireworks to renewed concerns about where US President Donald Trump’s tariff policy might hamper trade. The latest shift produced a further one-month delay in most of the tariffs Trump has threatened to impose as his administration continues to...

by Kristi Marvin on 2025-07-05 at 10:02am

Terms Tracker for the Week Ending July 3, 2025 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. We’re heading into the July 4th holiday, so we’ll keep this week’s column short and to the point. But before you head to the beach,...

by Nicholas Alan Clayton on 2025-07-03 at 12:54pm

Crown PropTech (OTC:CPTKW) has entered into a definitive agreement to combine with rare earth mining firm Mkango Resources (TSX-V:MKA) at a pre-money equity value of $400 million. London-based Mkango is working to commercialize a chain of rare earth mining and refining facilities in Africa and Europe. The combined company is expected to trade on the...

logo

Copyright © 2025 SPACInsider, Inc. All Rights Reserved