EON Resources Inc-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31,2024 EON Resources, Inc(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(713)834-1145 HNR Acquisition Corp.(Former name or former address, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the ExchangeAct.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-acceleratedfiler☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the Registrant wasapproximately $8.3million based on the last sale price on June 28, 2024. As of April 15, 2025,18,312,626shares of Class A Common Stock, par value $0.0001 per share, and0shares of Class B CommonStock, par value $0.0001 per share, were issued and outstanding. TABLE OF CONTENTS Item 1Business1Item 1.A.Risk Factors25Item 1.B.Unresolved Staff Comments48Item 1.C.Cybersecurity48Item 2.Properties49Item 3.Legal Proceedings49Item 4.Mine Safety Disclosures49 PARTII50 Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities50Item6.[Reserved]51Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations52Item7A.Quantitative and Qualitative Disclosures About Market Risk61Item8.Financial Statements and Supplementary Data61Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure61Item9A.Controls and Procedures61Item9B.Other Information.62Item9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.62 PARTIII63 Item10.Directors, Executive Officers and Corporate Governance63Item11.Executive Compensation69Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters79Item13.Certain Relationships and Related Transactions, and Director Independence80Item14.Principal Accountant Fees and Services82 Item15.Exhibits and Financial Statement Schedules83Item16.Form 10-K Summary85 CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), or the context otherwise requires, references to: ●“Class A Common Stock” is to our Class A Common Stock, par value $0.0001 per share;●“Class B Common Stock” is to our Class B Common Stock, par value $0.0001 per share;●“founder shares” are to shares of our Class A Common Stock initially purchased by our