Sec Form 13D Filing - Pogo Royalty LLC filing for - 2025-09-11

Item 3 of the Schedule 13D is hereby supplemented to include the following information. As previously reported, on February 10, 2025, the Company entered into that certain Purchase, Sale, Termination and Exchange Agreement (the "PSTE Agreement"), by and among the Company, HNRA Upstream, LLC, a Delaware limited liability company, which is managed by, and is a subsidiary of, the Company ("OpCo"), HNRA Partner, Inc., a Delaware corporation, which is a wholly owned subsidiary of OpCo ("SPAC Subsidiary"), HNRA Royalties, LLC, a Delaware limited liability company, which is a wholly owned subsidiary of the Company ("HNRA Royalties"), CIC Pogo, DenCo Resources, LLC, a Texas limited liability company ("DenCo"), Pogo Resources Management, LLC, a Texas limited liability company ("Pogo Management"), 4400 Holdings, LLC, a Texas limited liability company ("4400"), and Pogo Royalty. Pursuant to the PSTE Agreement, the Company agreed to purchase a 10% overriding royalty interest in existing leases and wells in the Grayburg Jackson Field (the "ORRI") from Pogo Royalty for $14,000,000 (the "ORRI Purchase Price"), payable in cash at the closing of the transactions contemplated by the PSTE Agreement (the "Closing"). In addition, Pogo Royalty agreed to waive all outstanding interest accrued under the promissory note in the aggregate principal amount of $15,000,000 issued to Pogo Royalty (the "Seller Note"), reduce the outstanding principal amount of the Seller Note to $8,000,000 and settle and discharge the Seller Note in exchange for the payment of $8,000,000 in cash. Pogo Royalty further agreed to assign and transfer the 1,500,000 preferred units of OpCo (the "OpCo Preferred Units"), which were convertible into Class B common units of OpCo and shares of Class B common stock of the Company on November 15, 2025 at a ratio equal to the quotient of $20 divided by the average of the daily VWAP of the Company's Class A Common Stock, during the five trading days prior to conversion, and thereafter were exchangeable for shares of Class A Common Stock on a one-to-one basis, to OpCo in exchange for the issuance by the Company of 3,000,000 shares of Class A Common Stock (the "Share Consideration") at the Closing. The foregoing description of the PSTE Agreement is not complete and is qualified in its entirety by reference to the copy thereof filed as Exhibit 2.1 hereto, which is incorporated herein by reference. On June 2, 2025, the Company entered into an Amendment No. 1 to the PSTE Agreement ("Amendment No. 1") whereby the outside date was extended to 5:00 p.m. Central Time on June 6, 2025. On June 6, 2025, the Company entered into an Amendment No. 2 to the PSTE Agreement ("Amendment No. 2") whereby the outside date was extended to 5:00 p.m. Central Time on June 13, 2025. On June 13, 2025, the Company entered into an Amendment No. 3 to the PSTE Agreement ("Amendment No. 3") whereby, among other things, (i) the outside date was extended to 5:00 p.m. Central Time on September 15, 2025, (ii) the ORRI Purchase Price was reduced from $14,000,000 to $13,500,000, (iii) the Share Consideration was reduced from 3,000,000 shares of Class A Common Stock to 1,500,000 shares of Class A Common Stock (the "Final Share Consideration") and (iv) Pogo Royalty agreed to reduce the outstanding principal amount of the Seller Note from $8,000,000 to $7,000,000 and settle and discharge the Seller Note in exchange for the payment of $7,000,000 in cash. On September 9, 2025, the Company entered into an Amendment No. 4 to the PSTE Agreement ("Amendment No. 4") whereby (i) the ORRI Purchase Price was increased from $13,500,000 to $13,675,000, payable in cash at Closing (the "Final ORRI Purchase Price"), and (ii) the effective date of the transfer of the ORRI was changed from the first day of the month after the Closing occurs to the first day of the month in which the Closing occurs. Further, on September 9, 2025, the Company entered into a Preferred Unit Exchange Agreement (the "PUEA"), by and among the Company, OpCo and Pogo Royalty. Pursuant to the PUEA, (i) the Company issued the Final Share Consideration to Pogo Royalty; and (ii) Pogo Royalty transferred, conveyed and assigned the OpCo Preferred Units to the Company. In addition, on September 9, 2025, the Closing occurred and the Company and Pogo Royalty consummated the transactions contemplated by the PSTE Agreement, including: (i) the Company paid the Final ORRI Purchase Price to Pogo Royalty in cash; (ii) the Company paid $7,000,000 in cash to Pogo Royalty for discharge and termination of the Seller Note; and (iii) Pogo Royalty transferred and conveyed the ORRI to the Company, effective as of September 1, 2025. Copies of the PSTE Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and the PUEA are attached hereto as Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, and 2.6, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and the PUEA are subject to, and qualified in their entirety by, such documents.

Item 4 of the Schedule 13D is hereby amended and restated as follows. The information set forth in Item 3 and Item 5 of this Schedule 13D is hereby incorporated by reference. Pogo Royalty entered into and consummated the transactions contemplated by the PSTE Agreement in order to liquidate its investment in the Seller Note and OpCo Preferred Units. As described in Item 3, the principal consideration received was cash, but Pogo Royalty also received the Final Share Consideration and continues to hold 500,000 shares of Class A Common Stock previously received as described in this Schedule 13D and the prior amendments hereto. As of the Closing, the Reporting Persons hold all shares of Class A Common Stock solely for investment purposes. The Reporting Persons intend to review on a continuing basis the investments in the Issuer by the Reporting Persons. Depending upon market conditions and other factors that they may deem relevant, the Reporting Persons or their affiliates may seek to sell or otherwise dispose of some or all of the Issuer's securities or financial instruments owned from time to time, in each case, in open market or private transactions, block sales or otherwise. Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons do not have any current plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5 of the Schedule 13D is hereby amended and restated as follows. The information contained on the cover pages and Item 3 to this Schedule 13D is incorporated herein by reference. The information relating to the beneficial ownership of the Class A Common Stock as of September 9, 2025, by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. As of September 9, 2025, the Reporting Persons beneficially owned 2,000,000 shares of Class A Common Stock of the Issuer. Such number of shares represents 5.03% of the shares of Class A Common Stock outstanding based on a combined total of 39,725,057 shares of Class A Common Stock outstanding. This combined total of Class A Common Stock outstanding of the Company consists of (i) 38,225,057 shares of Class A Common Stock outstanding as of September 9, 2025, as reported on the Company's Schedule 14A filed with the U.S. Securities and Exchange Commission on September 5, 2025, and (ii) 1,500,000 shares of Class A Common Stock issued to Pogo Royalty on September 9, 2025. Pogo Royalty directly holds 2,000,000 shares of Class A Common Stock (such shares of Class A Common Stock, the "Reported Securities"). CIC Pogo, in its capacity as the controlling member of Pogo Royalty, has the ability to direct the management of Pogo Royalty's business regarding the vote and disposition of securities held by Pogo Royalty; therefore for the purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), CIC Pogo may be deemed to have indirect beneficial ownership of the Reported Securities owned by Pogo Royalty. CIC GP, in its capacity as general partner of CIC Pogo, has the ability to direct the management of CIC Pogo's business regarding the vote and disposition of securities held by Pogo Royalty; therefore for the purposes of Rule 13d-3 promulgated under the Exchange Act, CIC GP may be deemed to have indirect beneficial ownership of the Reported Securities owned by Pogo Royalty. CIC Firm LP, in its capacity as sole member of CIC GP, has the ability to direct the management of CIC GP's business regarding the vote and disposition of securities held by Pogo Royalty; therefore for the purposes of Rule 13d-3 promulgated under the Exchange Act, CIC Firm LP may be deemed to have indirect beneficial ownership of the Reported Securities owned by Pogo Royalty. CIC Firm GP, in its capacity as general partner of CIC Firm LP, has the ability to direct the management of CIC Firm LP's business regarding the vote and disposition of securities held by Pogo Royalty; therefore for the purposes of Rule 13d-3 promulgated under the Exchange Act, CIC Firm GP may be deemed to have indirect beneficial ownership of the Reported Securities owned by Pogo Royalty. The filing of this statement shall not be construed as an admission by any Reporting Person that such person is, for the purposes of sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement.

The information provided or incorporated by reference in Item 3 is incorporated by reference herein.

No person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported on this Schedule 13D.

Not applicable.

Item 6 of the Schedule 13D is hereby supplemented to include the following information. The information contained in Item 3 and Item 5 of this Schedule 13D is incorporated by reference herein.

Number Description 2.1 Purchase, Sale, Termination and Exchange Agreement, by and among the Company, OpCo, SPAC Subsidiary, HNRA Royalties, Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 dated February 10, 2025 (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the Commission on February 13, 2025). 2.2 Amendment No. 1 to Purchase, Sale, Termination and Exchange Agreement by and among the Company, OpCo, SPAC Subsidiary, HNRA Royalties, Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 dated June 2, 2025 (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the Commission on June 17, 2025). 2.3 Amendment No. 2 to Purchase, Sale, Termination and Exchange Agreement by and among the Company, OpCo, SPAC Subsidiary, HNRA Royalties, Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 dated June 6, 2025 (incorporated by reference to Exhibit 2.2 of the Company's Current Report on Form 8-K, filed with the Commission on June 17, 2025). 2.4 Amendment No. 3 to Purchase, Sale, Termination and Exchange Agreement by and among the Company, OpCo, SPAC Subsidiary, HNRA Royalties, Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 dated June 13, 2025 (incorporated by reference to Exhibit 2.3 of the Company's Current Report on Form 8-K, filed with the Commission on June 17, 2025). 2.5* Amendment No. 4 to Purchase, Sale, Termination and Exchange Agreement by and among the Company, OpCo, SPAC Subsidiary, HNRA Royalties, Pogo Royalty, CIC, DenCo, Pogo Management, and 4400 dated September 9, 2025. 2.6* Preferred Unit Exchange Agreement by and among the Company, OpCo, and Pogo Royalty dated September 9, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith.