EON Resources Inc

(a)

As previously disclosed, on November 2, 2023, we entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “FPA Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions.

On November 15, 2024, we entered into a Confidential Rescission, Settlement, and Release Agreement with the FPA Seller whereby the parties mutually agreed to rescind the Forward Purchase Agreement and related agreements between the parties, which as a result, any transactions, notices or other obligations thereunder are voidab initio. The parties also agreed to release each other of all claims related to the Forward Purchase Agreement, and in exchange for such release, we agreed to issue to the FPA Seller 450,000 restricted shares of our Class A Common Stock.

The information contained above in Item 1.01 related to the shares of our Class A Common Stock to FPA Seller is hereby incorporated by reference into this Item 3.02.

(c)

During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.