EON Resources Inc-A美股招股说明书(2025-08-15版)

Registration 333-287171 EON Resources Inc. Up to 7,818,600 shares of Class A Common Stock EXPLANATORY NOTE This Prospectus Supplement No. 1 (this “Prospectus Supplement No. 1) relates to the resale by the selling securityholders(the “Selling Securityholders”) identified in the prospectus dated May 30, 2025 (the “Base Prospectus”) of up to an aggregate of7,818,600 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of EON Resources Inc. (the“Company”), consisting of up to: (i) up to 7,000,000 shares of Class A Common Stock (the “ELOC Shares”) that the Company maysell to White Lion Capital, LLC (“White Lion”), from time to time at its sole discretion, pursuant to the common stock purchaseagreement dated October 17, 2022 (as amended, the “Common Stock Purchase Agreement”), (ii) 368,600 shares of Class A CommonStock issued to certain Selling Securityholders in exchange for services (the “Service Shares”), and (iii) 450,000 shares of Class ACommon Stock issued to certain Selling Securityholders in settlement of the Forward Purchase Agreement (as defined herein) (the“Meteora Shares”), each that may be sold from time to time by the Selling Securityholders identified in the Base Prospectus pursuantto the registration statement that the Base Prospectus forms a part of. The Company will not receive proceeds from the sale of sharesof Common Stock, except the Company may receive proceeds from the sale of the shares to White Lion under the Common StockPurchase Agreement, from time to time in its discretion after satisfaction of conditions in the Common Stock Purchase Agreement.The purchase price to be paid by White Lion for any such shares will equal 96% of the lowest daily volume-weighted average price ofClass A Common Stock during a period of two consecutive trading days following the applicable Notice Date. This Prospectus Supplement No. 1 should be read together with the Base Prospectus and this Prospectus Supplement No. 1 isqualified by reference to the Base Prospectus (collectively, the “Prospectus”), except to the extent that the information in thisProspectus Supplement No. 1 updates and supersedes the information contain in the Base Prospectus.This Prospectus SupplementNo. 1 is not complete without and may not be delivered or utilized except in conjunction with, the Base Prospectus, including anyamendments thereto. This Prospectus Supplement No. 1 includes the attached Quarterly Report on Form 10-Q (the “Form 10-Q”) of the Companyfor the quarter ended June 30, 2025, filed by the Company with the Securities and Exchange Commission on August 14, 2025. The Company’s Class A Common Stock is listed on NYSE American under the symbol “EONR” and the Company’s PublicWarrants are listed on NYSE American under the symbol “EONR WS”. We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to complywith certain reduced public company reporting requirements for future filings. You should rely only on the information contained in the Prospectus or any prospectus supplement or amendmenthereto. The Company has not authorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this Prospectus Supplement No. 1. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is August 14, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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 the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company ☐Large accelerated filer☒Non-accelerated filer If an emerging growth company, indicate by chec