Sec Form 3 Filing - Caravaggio Dante @ HNR Acquisition Corp. - 2023-12-17

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Caravaggio Dante
2. Issuer Name and Ticker or Trading Symbol
HNR Acquisition Corp. [ HNRA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
HNR ACQUISITION CORP, 3730 KIRBY DRIVE, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
12/17/2023
(Street)
HOUSTON, TX77098
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 89,000 ( 1 ) I Through VMA
Class A Common Stock 50,040 ( 1 ) I Through DCL
Class A Common Stock 200 D
Class A Common Stock (Restricted Founder's Shares) 400,000 ( 1 ) I Through DCL
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
Warrants ( 2 ) $ 11.5 11/15/2023 01/27/2028 Class A Common Stock 179,000 I Through DCL
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Caravaggio Dante
HNR ACQUISITION CORP
3730 KIRBY DRIVE, SUITE 1200
HOUSTON, TX77098
X Chief Executive Officer
Signatures
/s/ Dante Caravaggio 01/11/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Dante Caravaggio beneficially owns 539,240 shares of Class A Common Stock, (a) 200 of which are held directly by Mr. Caravaggio, (b) 89,000 of which are held by Alexandria VMA Capital, LLC ("VMA"), an entity controlled by Mr. Caravaggio, (c) 50,040 of which are held by Dante Caravaggio, LLC ("DCL"), an entity controlled by Mr. Caravaggio, and (d) 400,000 of which are restricted shares held by DCL.
( 2 )The warrants, issued in the name of DCL, were issued in connection with the loan of funds to the Company on same terms as other lenders.

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).

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