Non-Reliance of Financial Report (Form 8-K)

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In connection with the preparation of EON Resources Inc.'s (the "Company") Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K"), the Company concluded that in the third quarter of 2024 it had not appropriately accounted for the liability associated with its agreement with (i) Meteora Capital Partners, LP, (ii) Meteora Select Trading Opportunities Master, LP, and (iii) Meteora Strategic Capital, LLC for OTC Equity Prepaid Forward Transactions (the "Forward Purchase Agreement"). The Company made a clerical error when adjusting the liability to its fair value. This error led to an understatement of Other Income (Expenses) in the unaudited condensed consolidated financial statements during the impacted periods and an overstatement of the forward purchase agreement liability. On April 14, 2025, the Audit Committee (the "Audit Committee") of the Company's Board of Directors, after discussion with senior management, concluded that the Company's previously issued unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024, included in the Company's Quarterly Report on Form 10-Q for September 30, 2024, (collectively, the "Prior Financial Statements") should no longer be relied upon due to the impact of the errors noted above and will be restated.

The errors and corrective adjustments identified by the Company are non-cash in nature; and they do not impact key metrics used by the Company in managing operations, such as Oil and Natural Gas Sales, Total Revenue, and Operating Income (Loss).

We estimate that the impacts to the periods reported in the Prior Financial Statements result in an increase to Total Other Income (Expenses) by approximately $5.2 million for the three and nine months ended September 30, 2024 and a decrease in the forward purchase agreement liability by the same amount at September 30, 2024. As a result of these adjustments, Net income (loss) will increase by $5.2 million, for the three and nine months ended September 30, 2024 and total current liabilities and total liabilities will decrease by this amount at September 30, 2024. These estimated amounts are subject to change. The Company previously disclosed in its Form 10-K for the year ended December 31, 2023 material weaknesses related to the lack of sufficient accounting personnel to manage the Company's financial accounting process, lack of segregation of duties, proper accounting for complex financial instruments.

The Annual Report on Form 10-K for the fiscal year ended December 31, 2024 will include information that has been restated for the three and nine months ended September 30, 2024. The Company will effectuate the restatement of this unaudited interim condensed consolidated financial statements in connection with filing its Form 10-Q for September 30, 2025. We expect to file the Form 10-K no later than fifteen days after its original prescribed due date.

The Audit Committee and management have discussed with Marcum LLP, the Company's independent registered public accounting firm, the matters disclosed in this filing.