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^*

Caravaggio Dante

(Last)

(First)

(Middle)

HNR ACQUISITION CORP

3730 KIRBY DRIVE, SUITE 1200

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2023

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

4. 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

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

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

X	Form filed by One Reporting Person
	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	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 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)
Warrants⁽²⁾	11/15/2023	01/27/2028	Class A Common Stock	179,000	$11.5	I	Through DCL

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.

	/s/ Dante Caravaggio	01/11/2024
	** 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.