Form SC 13G - Statement of acquisition of beneficial ownership by individuals

Names of Reporting Persons

Vencer Energy Holdings, LLC

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Civitas Resources, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

17888H103

(CUSIP Number)

January 2, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No. 17888H103		Schedule 13G		Page 2 of 13


CUSIP No. 17888H103		Schedule 13G		Page 3 of 13


CUSIP No. 17888H103		Schedule 13G		Page 4 of 13


CUSIP No. 17888H103		Schedule 13G		Page 5 of 13


CUSIP No. 17888H103		Schedule 13G		Page 6 of 13


CUSIP No. 17888H103		Schedule 13G		Page 7 of 13


CUSIP No. 17888H103		Schedule 13G		Page 8 of 13

ITEM 1.

(a) Name of Issuer:

Civitas Resources, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

410 17^th Street, Suite 1400, Denver, Colorado 80202

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Vencer Energy Holdings, LLC (“Vencer Holdings”),

Vencer Energy AIV, LLC (“Vencer AIV”),

V-US Upstream Co. (“V-US”)

Vitol US Holding Co. (“Vitol US”)

Euromin Inc. (“Euromin”)

Vitol Holding B.V. (“Vitol Holding”)

(b)

Address or Principal Business Office:

The principal business address for Vitol Holding is Weena 690, 18th Floor, 3012 CN Rotterdam, the Netherlands. The principal business address for Vencer AIV is 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108. The principal business address for each of the remaining Reporting Persons is 2925 Richmond Ave., 11^th Floor, Houston, TX 77098.

(c)

Citizenship of each Reporting Person is:

Vitol Holding is organized under the laws of the Netherlands. Vencer AIV is organized under the laws of the Cayman Islands. Each of the other Reporting Persons is organized under the laws of Delaware.

(d)

Title of Class of Securities:

Common Stock, par value $0.01per share (“Common Stock”).

(e)

CUSIP Number:

17888H103

ITEM 3.

Not applicable.


CUSIP No. 17888H103		Schedule 13G		Page 9 of 13

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of the shares of Common Stock as of the date hereof, based upon 100,955,374 shares of Common Stock outstanding as of January 2, 2024.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Vencer Energy Holdings, LLC		7,181,527		7.1	%		0		7,181,527		0		7,181,527
Vencer Energy AIV, LLC		7,181,527		7.1	%		0		7,181,527		0		7,181,527
V-US Upstream Co.		7,181,527		7.1	%		0		7,181,527		0		7,181,527
Vitol US Holding Co.		7,181,527		7.1	%		0		7,181,527		0		7,181,527
Euromin Inc.		7,181,527		7.1	%		0		7,181,527		0		7,181,527
Vitol Holding B.V.		7,181,527		7.1	%		0		7,181,527		0		7,181,527

Vencer Holdings is the record holder of the shares of Common Stock reported herein. Vitol Holding is the sole shareholder of Euromin, which is the sole shareholder Vitol US. Vitol US is the sole shareholder of V-US, which is the sole member of Vencer AIV, which is the majority member of Vencer Holdings. As a result of such relationships, each of the foregoing entities may be deemed to share beneficial ownership of the shares of Common Stock held by Vencer Holdings.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.


CUSIP No. 17888H103		Schedule 13G		Page 10 of 13

ITEM 10.

Certification.

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.


CUSIP No. 17888H103		Schedule 13G		Page 11 of 13

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.

Date: January 11, 2024


Vencer Energy Holdings, LLC

By:		/s/ Nimesh Bhakta
Name: Nimesh Bhakta
Title: Director

Vencer Energy AIV, LLC

By:		/s/ Nimesh Bhakta
Name: Nimesh Bhakta
Title: Manager

V-US Upstream Co.

By:		/s/ Nimesh Bhakta
Name: Nimesh Bhakta
Title: Director

Vitol US Holding Co.

By:		/s/ Richard J. Evans
Name: Richard J. Evans
Title: Director

Euromin Inc.

By:		/s/ Richard J. Evans
Name: Richard J. Evans
Title: Director


CUSIP No. 17888H103		Schedule 13G		Page 12 of 13


Vitol Holding B.V.

By:		/s/ Andries P. Eeltink
Name: Andries P. Eeltink
Title: Director

By:		/s/ Valentine J. Douglas
Name: Valentine J. Douglas
Title: Director


CUSIP No. 17888H103		Schedule 13G		Page 13 of 13

LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 11^th day of January, 2024.


Vencer Energy Holdings, LLC

By:		/s/ Nimesh Bhakta
Name: Nimesh Bhakta
Title: Director

Vencer Energy AIV, LLC

By:		/s/ Nimesh Bhakta
Name: Nimesh Bhakta
Title: Manager

V-US Upstream Co.

By:		/s/ Nimesh Bhakta
Name: Nimesh Bhakta
Title: Director

Vitol US Holding Co.

By:		/s/ Richard J. Evans
Name: Richard J. Evans
Title: Director


Euromin Inc.

By:		/s/ Richard J. Evans
Name: Richard J. Evans
Title: Director

Vitol Holding B.V.

By:		/s/ Andries P. Eeltink
Name: Andries P. Eeltink
Title: Director

By:		/s/ Valentine J. Douglas
Name: Valentine J. Douglas
Title: Director