UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
HNR Acquisition Corp
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
40472A201
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
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OCM Value SPAC Holdings, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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425,000
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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425,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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425,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.1%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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| (1) |
Calculated based upon 5,235,131 shares of Class A common stock (“Class A Shares”) outstanding as of January 9, 2024, as reported on the Issuer’s S-1/A filed January 9, 2024.
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1
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NAMES OF REPORTING PERSONS
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Atlas OCM Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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425,000
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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425,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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425,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.1%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
Calculated based upon 5,235,131 Class A Shares outstanding as of January 9, 2024, as reported on the Issuer’s S-1/A filed January 9, 2024.
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1
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NAMES OF REPORTING PERSONS
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Oaktree Capital Group Holdings GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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425,000
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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425,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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425,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.1%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
Calculated based upon 5,235,131 Class A Shares outstanding as of January 9, 2024, as reported on the Issuer’s S-1/A filed January 9, 2024.
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1
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NAMES OF REPORTING PERSONS
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Brookfield Asset Management ULC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Columbia, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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425,000
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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425,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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425,000
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.1%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
Calculated based upon 5,235,131 Class A Shares outstanding as of January 9, 2024, as reported on the Issuer’s S-1/A filed January 9, 2024.
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| Item 1(a). |
Name of Issuer
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HNR Acquisition Corp (the “Issuer”)
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices
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3730 Kirby Drive, Suite 1200, Houston, TX 77098
| Item 2(a). |
Names of Persons Filing
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This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
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OCM Value SPAC Holdings, L.P. (“OCM Value SPAC”);
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| (ii) |
Atlas OCM Holdings LLC (“Atlas”), in its capacity as the indirect manager of OCM Value SPAC;
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| (iii) |
Oaktree Capital Group Holdings GP, LLC (“OCGH,” and together with each of the foregoing, the “Oaktree Reporting Persons”), in its capacity as the indirect owner of the class B units of Atlas; and
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| (iv) |
Brookfield Asset Management ULC (“Brookfield ULC”), in its capacity as the indirect owner of class A units of Atlas.
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| Item 2(b). |
Address of the Principal Business Office, or if none, Residence
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The principal business address of each of the Oaktree Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
The principal business address of Brookfield ULC is Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario, Canada M5J 2T3.
| Item 2(c). |
Citizenship
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See responses to Item 4 on each cover page.
| Item 2(d). |
Title of Class of Securities
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Class A Common Stock, par value $0.0001 per share
| Item 2(e). |
CUSIP Number
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40472A201
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n):
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Not Applicable
| Item 4. |
Ownership
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| (a) |
Amount beneficially owned:
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See responses to Item 9 on each cover page.
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(b)
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Percent of Class:
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See responses to Item 11 on each cover page.
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(c)
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Number of shares as to which the Reporting Person has:
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(i)
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Sole power to vote or to direct the vote:
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See responses to Item 5 on each cover page.
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(ii)
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Shared power to vote or to direct the vote:
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See responses to Item 6 on each cover page.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See responses to Item 7 on each cover page.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See responses to Item 8 on each cover page.
OCM Value SPAC is the direct holder of 425,000 Class A Shares Shares, constituting a beneficial ownership percentage of 8.1% based upon 5,235,131 Class A Shares outstanding as of January 9, 2024, as reported on the
Issuer’s S-1/A filed January 9, 2024.
Each of (i) OCG, in its capacity as an indirect manager of OCM Value SPAC, (ii) OCGH, in its capacity as the indirect owner of the class B units of OCG, (iii) Brookfield, in capacity as the indirect owner of the class
A units of OCG, and (iv) BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield, may be deemed to beneficially own the reported securities.
The filing of this statement shall not be construed as an admission that any Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this
Statement.
| Item 5. |
Ownership of Five Percent or Less of a Class
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Not Applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not Applicable.
| Item 9. |
Notice of Dissolution of Group
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Not Applicable
| Item 10. |
Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
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OCM VALUE SPAC HOLDINGS, L.P.
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By:
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/s/ Henry Orren
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Name:
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Henry Orren
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Title:
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Senior Vice President
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ATLAS OCM HOLDINGS, LLC
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By:
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/s/ Henry Orren
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Name:
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Henry Orren
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Title:
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Senior Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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By:
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/s/ Henry Orren
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Name:
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Henry Orren
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Title:
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Senior Vice President
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BROOKFIELD ASSET MANAGEMENT ULC
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By:
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/s/ Kathy Sarpash
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Name:
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Kathy Sarpash
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Title:
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Managing Director, Legal & Regulatory
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EXHIBIT LIST
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Joint Filing Agreement, dated as of February 14, 2024.
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EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common
Stock, par value $0.0001 per share, of HNR Acquisition Corp (this “Agreement”), is being filed, and all amendments thereto will be filed, by Oaktree Capital Group Holdings GP, LLC as designated filer on behalf of each of the persons and entities
named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
Dated: February 14, 2024
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OCM VALUE SPAC HOLDINGS, L.P.
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By:
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/s/ Henry Orren
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Name:
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Henry Orren
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Title:
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Senior Vice President
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ATLAS OCM HOLDINGS, LLC
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By:
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/s/ Henry Orren
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Name:
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Henry Orren
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Title:
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Senior Vice President
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OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
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By:
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/s/ Henry Orren
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Name:
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Henry Orren
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Title:
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Senior Vice President
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BROOKFIELD ASSET MANAGEMENT ULC
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By:
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/s/ Kathy Sarpash
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Name:
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Kathy Sarpash
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Title:
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Managing Director, Legal & Regulatory
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