EON Resources Inc

As filed with the Securities and Exchange Commission on October 23, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

EON Resources Inc.

(Exact name of Registrant as specified in its charter)

3730 Kirby Drive, Suite 1200

Houston, TX

(713) 834-1145

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Dante Caravaggio

Chief Executive Officer

3730 Kirby Drive, Suite 1200

Houston, TX

(713) 834-1145

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Matthew Ogurick, Esq.

Pryor Cashman LLP

7 Times Square

New York, New York 10036

(212) 421-4100

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED OCTOBER 23, 2024

EON Resources Inc.

Up to 1,847,963 Shares of Class A Common Stock

This prospectus 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 1,847,963 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), consisting of (i) 260,000 shares of Class A Common Stock issued to certain Selling Securityholders in exchange for forgiveness of accounts payable (the “Exchange Shares”), (ii) 27,963 shares of Class A Common Stock (the “Pledge Shares”) issued to certain Selling Securityholders in connection with their agreement to pledge equity in favor of First International Bank & Trust (“FIBT”), (iii) 75,000 shares issued to a Selling Securityholder in connection with fees owed for consulting services (the “Consultant Shares”), (iv) up to 75,000 shares of Class A Common Stock (the “Private Warrant Shares”) issuable upon exercise of certain private warrants issued in connection with working capital loans (the “Private Warrants”) having an exercise price of $11.50 per share, (v) 60,000 shares of Class A Common Stock issued to a Selling Securityholder in connection with a separation and release agreement (the “2023 Settlement Agreement) effective December 17, 2023, and 150,000 shares of Class A Common Stock (together with the 60,000 shares, the “Settlement Shares”) issued to a Selling Securityholder in connection with a settlement and mutual release agreement (the “2024 Settlement Agreement” and together with the 2023 Settlement Agreement, the “Settlement Agreements”) effective May 6, 2024, and (vi) up to 1,200,000 shares of Class A Common Stock (the “A/P Warrant Shares” and together with the Private Warrant Shares, the “Warrant Shares”) issuable upon exercise of certain private warrants issued in connection with the forgiveness of certain accounts payable (the “A/P Warrants”) having an exercise price of $0.75 per share.

The shares of Class A Common Stock being registered for resale were issued to, purchased by or will be purchased by the Selling Securityholders for the following consideration: (i) a purchase of price of $1.00 per share of Class A Common Stock for the Exchange Shares; (ii) the Pledge Shares were issued in consideration for the agreement of those Selling Securityholders to place certain shares of Class A Common Stock into escrow and to agree to certain obligations under the Loan Agreement (as defined herein), with an effective price of $2.01 per share of Class A Common Stock; (iii) the Consultant Shares were issued in consideration for services rendered with an effective price of $2.06 per share of Class A Common Stock; and (iv) the Settlement Shares were issued as a settlement of obligations with an effective price of $1.80 per share of Class A Common Stock. The shares of Class A Common Stock underlying the Private Warrants will be purchased, if at all, by such holders at the $11.50 exercise price of the Private Warrants, and the Class A Common Stock underlying the A/P Warrants will be purchased, if at 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, as amended (the “MIPA”), by and among us, HNRA Upstream, LLC, a newly formed Delaware limited liability company which is managed by us, and is a subsidiary of ours (“OpCo”), and HNRA Partner, Inc., a newly formed Delaware corporation and wholly owned subsidiary of ours (“SPAC Subsidiary”, and together with us and OpCo, “Buyer” and each a “Buyer”), CIC Pogo LP, a Delaware limited partnership (“CIC”), DenCo Resources, LLC, a Texas limited liability company (“DenCo”), Pogo Resources Management, 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 to Section 6.20 of the MIPA, HNRAC Sponsors, LLC (the “Sponsor”).

We are registering the offer and sale of the securities listed herein to satisfy certain registration rights we have granted. All of the securities being registered for resale, when sold, will be sold by the Selling Securityholders. We are not selling any Class A Common Stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of shares by the Selling Securityholders except we will receive the cash proceeds from any exercise of the Warrants, as we are registering for resale the shares underlying the Warrants.

The Selling Securityholders may sell or otherwise dispose of the securities covered by this prospectus in a number of different ways. We provide more information about how the Selling Securityholders may sell or otherwise dispose of their securities in the section entitled “Plan of Distribution” on page 136. Discounts, concessions, commissions and similar selling expenses attributable to the sale of securities covered by this prospectus will be borne by the Selling Securityholders. We will pay the expenses incurred in registering the shares of Class A Common Stock covered by this prospectus, including legal and accounting fees. We will not be paying any underwriting discounts or commissions in this offering to any person.

Our Class A Common Stock is listed on NYSE American under the symbol “EONR” and our Public Warrants are listed on NYSE American under the symbol “EONR WS”. On October 22, 2024, the last reported sale price for our Class A Common Stock was $1.29. Because, in the near term, the exercise price of the Private Warrants are greater than the current market price of our Class A Common Stock, such Private Warrant are unlikely to be exercised and therefore we do not expect to receive any proceeds from such exercise of the Private Warrants in the near term. Any cash proceeds associated with the exercise of the Private Warrants are dependent on the stock price. Whether any holders of Private Warrants determine to exercise such warrants, which would result in cash proceeds to us, will likely depend upon the market price of our Class A Common Stock at the time of any such holder’s determination.

As of October 17, 2024, there were 9,104,972 shares of Class A Common Stock outstanding. If all shares being registered hereby were sold, it would comprise approximately 17.8% of our total shares of Class A Common Stock outstanding. Given the current market price of our Class A Common Stock, certain of the Selling Securityholders who paid less for their shares than such current market price will receive a higher rate of return on any such sales than the public securityholders who purchased Class A Common Stock in our initial public offering or any Selling Securityholder who paid more for their shares than the current market price.

Investing in our Class A Common Stock involves risks. See “Risk Factors” beginning on page 11.

We have not registered the sale of the shares under the securities laws of any state. Brokers or dealers effecting transactions in the shares of Class A Common Stock offered hereby should confirm that the shares have been registered under the securities laws of the state or states in which sales of the shares occur as of the time of such sales, or that there is an available exemption from the registration requirements of the securities laws of such states.

We have not authorized anyone, including any salesperson or broker, to give oral or written information about this offering, EON Resources Inc., or the shares of Class A Common Stock offered hereby that is different from the information included in this prospectus. You should not assume that the information in this prospectus, or any supplement to this prospectus, is accurate at any date other than the date indicated on the cover page of this prospectus or any supplement to it.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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