| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Tamboran Resources Corporation |
| (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. |
Item 1 Comment:
This Amendment No. 6 ("Amendment No. 6") amends and supplements the statement on Schedule 13D filed by the undersigned on July 8, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on May 14, 2025 ("Amendment No. 1"), Amendment No. 2 filed on July 23, 2025 ("Amendment No. 2"), Amendment No. 3 filed on July 29, 2025 ("Amendment No. 3"), Amendment No. 4 filed on November 17, 2025 ("Amendment No. 4"), and Amendment No. 5 filed on February 13, 2026 ("Amendment No. 5", together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4, the "Schedule 13D") as specifically set forth herein. Amendment No. 6 is filed by (i) Bryan Sheffield, (ii) Sheffield Holdings, LP, a Texas limited partnership ("Sheffield Holdings"), (iii) Spraberry Interests, LLC, a Delaware limited liability company ("Spraberry"), (iv) Daly Waters Energy, LP, a Delaware limited partnership ("Daly Waters"), (v) Formentera Australia Fund I GP, LP, a Delaware limited partnership ("Formentera Australia"), and (vi) Formentera Investments LLC, a Delaware limited liability company ("Formentera Investments"), (each, a "Reporting Person" and, collectively, the "Reporting Persons"), 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 herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D. |
| 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. 6 are incorporated by reference into this Item 5(a).
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. In addition to the shares held by Sheffield Holdings, Mr. Sheffield, as investment trustee, may be deemed to beneficially own shares held by the Bryan S. Sheffield Spousal Lifetime Access Trust ("BSS SLAT"). In this regard, after giving effect to closing of the Institutional Entitlement Offer (as defined below), BSS SLAT is the record holder of 183,655 shares of Common Stock.
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. Bryan Sheffield, Formentera Australia and Formentera Investments may be deemed to share beneficial ownership of the shares held directly by Daly Waters. |
| (b) | The information set forth in Items 7-10 on each of the cover pages of this Amendment No. 6 are incorporated by reference into this Item 5(b). References herein to percentage ownerships of Common Stock are based on 22,667,289 shares of Common Stock of the Issuer issued and outstanding as of March 31, 2026, as set forth in the Issuer's Prospectus Supplement to the Prospectus dated April 7, 2026, which was filed with the Commission on April 7, 2026, after giving effect to the issuance of (i) 3,400,093 shares of Common Stock offered pursuant to such prospectus supplement (including the underwriters' option to purchase additional shares), (ii) 741,542 shares underlying 148,308,400 CHESS Depositary Interests ("CDIs") (each CDI represents 1/200th of a share of Common Stock) pursuant to an accelerated non-renounceable institutional entitlement offer to eligible non-U.S. securityholders, and (iii) 1,013,110 shares of Common Stock pursuant to the Institutional Entitlement Offer, in each case as set forth in the Issuer's Current Report on Form 8-K filed with the Commission on April 14, 2026. |
| (c) | Except as otherwise disclosed in this Amendment No. 6, the Reporting Persons have effected no transactions in Common Stock within the prior 60 days. |
| (d) | None |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is hereby amended to add the following:
On April 8, 2026, BSS SLAT entered into a share purchase agreement (the "Share Purchase Agreement") in connection with a registered direct institutional entitlement offer (the "Institutional Entitlement Offer") of shares of common stock to eligible institutional holders pursuant to the registration statement on Form S-3 filed by Tamboran Resources Corporation with the U.S. Securities and Exchange Commission on April 7, 2026, pursuant to which, BSS SLAT agreed to purchase from the Issuer and the Issuer agreed to sell to BSS SLAT 50,000 shares of Common Stock (the Purchase Shares") at a price of $35 per share. The Institutional Entitlement Offer was subject to certain customary closing conditions. The closing conditions were satisfied and the Institutional Entitlement Offer closed on April 14, 2026.
The Purchase Shares represent less than 1% of the Issuer's outstanding shares of Common Stock. The foregoing summary of the BSS SLAT Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the BSS SLAT Share Purchase Agreement Agreement, the form of which is filed as Exhibit 5 hereto and is incorporated by reference herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is hereby amended to add the following exhibit:
Exhibit 5 - Share Purchase Agreement |
