Sec Form 3 Filing - Pogo Royalty, LLC @ HNR Acquisition Corp. - 2023-11-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Pogo Royalty, LLC 2. Issuer Name and Ticker or Trading Symbol HNR Acquisition Corp. [ HNRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4809 COLE AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2023 (Street) DALLAS, TX75205 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Units ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 4 )( 5 ) ( 4 )( 5 ) Class A Common Stock 1,800,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pogo Royalty, LLC 4809 COLE AVENUE, SUITE 200 DALLAS, TX75205 X CIC Pogo LP 3879 MAPLE AVENUE, SUITE 400 DALLAS, TX75219 X CIC IV GP LLC 3879 MAPLE AVENUE, SUITE 400 DALLAS, TX75219 X CIC Partners Firm LP 3879 MAPLE AVENUE, SUITE 400 DALLAS, TX75219 X CIC Partners Firm GP LLC 3879 MAPLE AVENUE, SUITE 400 DALLAS, TX75219 X Signatures Pogo Royalty, LLC, By: /s/ Kirk Pogoloff, Title: Manager 11/24/2023 Signature of Reporting Person Date CIC Pogo LP, By: CIC IV GP, LLC, its general partner, By: /s/ Fouad Z. Bashour Title: Manager 11/24/2023 Signature of Reporting Person Date CIC IV GP, LLC, By: /s/ Fouad Z. Bashour Title: Manager 11/24/2023 Signature of Reporting Person Date CIC Partners Firm LP, By: CIC Partners Firm GP LLC, its general partner, By: /s/ Fouad Z. Bashour Title: Manager 11/24/2023 Signature of Reporting Person Date CIC Partners Firm GP LLC, By: /s/ Fouad Z. Bashour Title: Manager 11/24/2023 Signature of Reporting Person Date

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.

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 4(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.