SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on July 23, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Tamboran Resources Corporation
(Name of Issuer) |
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Common Stock, par value $0.001 per share
(Title of Class of Securities) |
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87507T101
(CUSIP Number) |
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Bryan Sheffield
300 Colorado Street, Suite 1900, Austin, TX, 78701 737-304-7803 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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07/22/2025
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
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SCHEDULE 13D
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| CUSIP No. | 87507T101 |
| 1 |
Name of reporting person
Bryan Sheffield
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,123,601.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
18.7 %
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| 14 | Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13D
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| CUSIP No. | 87507T101 |
| 1 |
Name of reporting person
Sheffield Holdings, LP
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,247,404.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.4 %
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| 14 | Type of Reporting Person (See Instructions)
PN
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SCHEDULE 13D
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| CUSIP No. | 87507T101 |
| 1 |
Name of reporting person
Spraberry Interests, LLC
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,247,404.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.4 %
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| 14 | Type of Reporting Person (See Instructions)
OO
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SCHEDULE 13D
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| CUSIP No. | 87507T101 |
| 1 |
Name of reporting person
Daly Waters Energy, LP
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
876,197.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.2 %
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| 14 | Type of Reporting Person (See Instructions)
PN
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SCHEDULE 13D
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| CUSIP No. | 87507T101 |
| 1 |
Name of reporting person
Formentera Australia Fund I GP, LP
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
876,197.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.2 %
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| 14 | Type of Reporting Person (See Instructions)
PN
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SCHEDULE 13D
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| CUSIP No. | 87507T101 |
| 1 |
Name of reporting person
Formentera Investments LLC
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
876,197.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.2 %
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| 14 | Type of Reporting Person (See Instructions)
OO
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SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share
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| (b) | Name of Issuer:
Tamboran Resources Corporation
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| (c) | Address of Issuer's Principal Executive Offices:
Suite 01, Level 39, Tower One, I.T.S., 100 Barangaroo Avenue, New South Wales,
AUSTRALIA
, 2000.
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Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the original Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on July 8, 2024, as amended by Amendment No. 1 filed on May 14, 2025 (as amended, the "Schedule 13D"), relating to the shares of the common stock, par value $0.001 per share (the "Common Stock"), of Tamboran Resources Corporation, a Delaware corporation (the "Issuer"). Capitalized terms used but not defined herein shall have the meaning set forth in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
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| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The information set forth in Item 6 of this Amendment No. 2 is incorporated by reference into this Item 3 as if restated in full. |
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| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The information set forth in Item 6 of this Amendment No. 2 is incorporated by reference into this Item 4 as if restated in full. |
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in Item 11 and Item 13 on each of the cover pages of this Amendment No. 2 are incorporated by reference into this Item 5(a).
References herein to percentage ownerships of Common Stock are based on 16,717,289 shares of Common Stock of the Issuer issued and outstanding as of June 23, 2025, as set forth in the Issuer's Registration Statement on Form S-3, filed with the Commission on June 27, 2025.
Sheffield Holdings is the record holder of 2,247,404 shares of Common Stock. Spraberry is the general partner of Sheffield Holdings. Bryan Sheffield is the manager of Spraberry. As a result, each of Mr. Sheffield and Spraberry may be deemed to share beneficial ownership of the shares held directly by Sheffield Holdings.
Daly Waters is the record holder of 876,197 shares of Common Stock. Formentera Australia is the general partner of Daly Waters. Formentera Investments is the general partner of Formentera Australia. Bryan Sheffield is the managing member of Formentera Investments. As a result, each of Mr. Sheffield, Formentera Australia and Formentera Investments may be deemed to share beneficial ownership of the shares held directly by Daly Waters. |
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| (b) | The information set forth in Items 7-10 on each of the cover pages of this Amendment No. 2 are incorporated by reference into this Item 5(b). |
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| (c) | Except as described in Item 6 of this Amendment No. 2, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock. |
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| (d) | None. |
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| (e) | Not applicable. |
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| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On July 22, 2025, the previously announced Daly Waters Private Placement closed, and the Issuer issued and sold to Daly Waters an aggregate of 563,697 shares of Common Stock at a price of $17.74 per share. |
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| 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.
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Comments accompanying signature:
Sheffield Holdings, LP By: Spraberry Interests, LLC, its general partner
Daly Waters Energy, LP By: Formentera Australia Fund I GP, LP, its general partner By: Formentera Investments LLC, its general partner
Formentera Australia Fund I GP, LP By: Formentera Investments LLC, its general partner
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