SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pogo Royalty, LLC

(Last)

(First)

(Middle)

4809 COLE AVENUE, SUITE 200

(Street)

DALLAS

75205

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2023

3. Issuer Name and Ticker or Trading Symbol
HNR Acquisition Corp. [ HNRA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	210,000⁽¹⁾⁽²⁾	D
Class B Common Stock	1,800,000⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Units⁽¹⁾⁽²⁾⁽³⁾	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	1,800,000	⁽⁴⁾⁽⁵⁾	D

1. Name and Address of Reporting Person^*

Pogo Royalty, LLC

(Last)

(First)

(Middle)

4809 COLE AVENUE, SUITE 200

(Street)

DALLAS

75205

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CIC Pogo LP

(Last)

(First)

(Middle)

3879 MAPLE AVENUE, SUITE 400

(Street)

DALLAS

75219

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CIC IV GP LLC

(Last)

(First)

(Middle)

3879 MAPLE AVENUE, SUITE 400

(Street)

DALLAS

75219

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CIC Partners Firm LP

(Last)

(First)

(Middle)

3879 MAPLE AVENUE, SUITE 400

(Street)

DALLAS

75219

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CIC Partners Firm GP LLC

(Last)

(First)

(Middle)

3879 MAPLE AVENUE, SUITE 400

(Street)

DALLAS

75219

(City)

(State)

(Zip)

Explanation of Responses:

1. These reported securities are held directly by Pogo Royalty, LLC, a Texas limited liability company ("Pogo Royalty"). Pogo Royalty is controlled by CIC Pogo LP, a Delaware limited partnership ("CIC Pogo"). CIC IV GP LLC, a Delaware limited liability company ("CIC GP"), is the general partner of CIC Pogo. CIC GP is a wholly-owned subsidiary of CIC Partners Firm LP, a Delaware limited partnership ("CIC Firm LP"). CIC Partners Firm GP LLC, a Delaware limited liability company ("CIC Firm GP"), is the general partner of CIC Firm LP. Therefore, each of CIC Pogo, CIC GP, CIC Firm LP and CIC Firm GP may be deemed to beneficially own all or a portion of the reported securities that are directly held by Pogo Royalty.

2. Due to a character limit, note (2) is a continuation of note (1). Each of Pogo Royalty, CIC Pogo, CIC GP, CIC Firm LP and CIC Firm GP (each, individually, a "Reporting Person" and collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

3. "Class B Units" means ownership interests in HNRA Upstream, LLC ("HNRA OpCo"). The Issuer is the sole managing member of HNRA OpCo.

4. The Amended and Restated Limited Liability Company Agreement of HNRA OpCo (the "A&R OpCo LLC Agreement") provides certain holders of Class B Units with certain rights to cause HNRA OpCo to acquire all or a portion of the Class B Units (the "Redemption Right") for, at HNRA OpCo's election, (a) shares of Class A Common Stock at a conversion ratio of one share of Class A Common Stock for each OpCo Class B Unit (along with a share of Class B common stock of the Issuer) exchanged, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (b) an equivalent amount of cash. The Class B Units (along with an equivalent amount of shares of Class B common stock of the Issuer) must be redeemed for shares of Class A Common Stock upon the one-year anniversary of the "Mandatory Conversion Trigger Date."

5. Due to a character limit, note (5) is a continuation of note (4). The Mandatory Conversion Trigger Date is either (i) November 15, 2025 or (ii) the date that is immediately prior to a Change of Control (as defined in the A&R OpCo LLC Agreement) of HNRA OpCo.

Remarks:

This joint Form 3 is filed on behalf of the Reporting Persons. The address of Pogo Royalty is 4809 Cole Avenue, Suite 200, Dallas, Texas 75205. The address of CIC Pogo, CIC GP, CIC Firm LP and CIC Firm GP is 3879 Maple Avenue, Suite 400, Dallas, Texas 75219.

	Pogo Royalty, LLC, By: /s/ Kirk Pogoloff, Title: Manager	11/24/2023
	CIC Pogo LP, By: CIC IV GP, LLC, its general partner, By: /s/ Fouad Z. Bashour Title: Manager	11/24/2023
	CIC IV GP, LLC, By: /s/ Fouad Z. Bashour Title: Manager	11/24/2023
	CIC Partners Firm LP, By: CIC Partners Firm GP LLC, its general partner, By: /s/ Fouad Z. Bashour Title: Manager	11/24/2023
	CIC Partners Firm GP LLC, By: /s/ Fouad Z. Bashour Title: Manager	11/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

New insider Pogo Royalty, Llc claimed ownership of 210,000 shares and claimed ownership of 1,800,000 units of Class B Common Stock (SEC Form 3)