EON Resources Inc-A美股招股说明书(2025-07-17版)

EON Resources Inc. Up to 6,468,750 Shares of Class A Common Stock Issuable Upon the Exercise of Public Warrants Up to 4,936,517 Shares of Class A Common Stock This prospectus relates to the offering by us of up to 6,468,750 shares of our Class A Common Stock, par value $0.0001 pershare (“Class A Common Stock”) that are issuable upon the exercise of our public warrants (the “Public Warrants”) having an exerciseprice of $11.50 per share that were issued in connection with our initial public offering. This prospectus also relates to the offering from time to time by the selling securityholders named in this prospectus (the“Selling Securityholders”) of up to an aggregate of 4,936,517 shares of our Class A Common Stock (the “Resale Securities”),consisting of: (i) an aggregate of 1,918,125 shares of Class A Common Stock that were previously sold and issued in connection withour initial public offering (the “Founder Shares”), (ii) 408,892 shares of Class A Common Stock issued to certain SellingSecurityholders in exchange for forgiveness of debt (the “Exchange Shares”), (iii) 134,500 shares of Class A Common Stock (the“Pledge Shares”) issued to certain Selling Securityholders in connection with a Founder Pledge Agreement, dated November 15, 2023(the “Founder Pledge Agreement”), (iv) 150,000 shares of Class A Common Stock (the “Settlement Shares”) issued to a SellingSecurityholder in connection with a settlement and mutual release agreement (the “2024 Settlement Agreement”) effective May 6,2024, (v) up to 1,200,000 shares of Class A Common Stock (the “A/P Warrant Shares”) issuable upon exercise of certain privatewarrants issued in connection with the forgiveness of certain accounts payable (the “A/P Warrants”) having an exercise price of $0.75per share, and (vi) up to 1,125,000 shares of Class A Common Stock (the “ELOC Shares”) that we may sell to White Lion Capital,LLC (“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”). The shares of Class A Common Stock being registered for resale were issued to, purchased by or will be purchased by theSelling Securityholders for the following consideration: (i) a purchase of price of $0.01 per share of Class A Common Stock for theFounder Shares; (ii) a purchase price of $5.00 per share of Class A Common Stock for the Exchange Shares issued in 2023 and apurchase price of $1.00 per share of Class A Common Stock for the Exchange Shares issued in 2024 and 2025; (iii) the Pledge Shareswere issued in consideration for the agreement of those Selling Securityholders to place certain shares of Class A Common Stock intoescrow and to agree to certain obligations under the Backstop Agreement (as defined herein), with an effective price of $6.77 per shareof Class A Common Stock; (iv) the Settlement Shares were issued as a settlement of obligations with an effective price of $1.80 pershare of Class A Common Stock; and (v) a purchase price yet to be determined for the ELOC Shares (as described herein). The shares of Class A Common Stock underlying the Public Warrants will be purchased, if at all, by such holders at the$11.50 exercise price of the Public Warrants. The shares of Class A Common Stock underlying the A/P Warrants will be purchased, ifat all, by such holders at the exercise price of $0.75 of the A/P Warrants. On November 15, 2023, we completed the purchase of equity interests and transactions contemplated thereby (the“Purchase”) as set forth in that certain Amended and Restated Membership Interest Purchase Agreement, dated August 28, 2023, asamended (the “MIPA”), by and among us, HNRA Upstream, LLC, a newly formed Delaware limited liability company which ismanaged by us, and is a subsidiary of ours (“OpCo”), and HNRA Partner, Inc., a newly formed Delaware corporation and whollyowned subsidiary of ours (“SPAC Subsidiary”, and together with us and OpCo, “Buyer” and each a “Buyer”), CIC Pogo LP, aDelaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo ResourcesManagement, LLC, a Texas 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 with respect toSection6.20 of the MIPA, HNRAC Sponsors, LLC (the “Sponsor”). We are registering the offer and sale of the Resale Securities to satisfy certain registration rights we have granted.All of theResale Securities, when sold, will be sold by the Selling Securityholders. We are not selling any Class A Common Stock under thisprospectus and will not receive any of the proceeds from the sale or other disposition of shares by the Selling Securityholders exceptas follows: (i) we will receive the cash proceeds from any exercise of the A/P Warrants or the Public Warrants, as we are registering forresale th