Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Greenfire Resources Ltd. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
39525U107 (CUSIP Number) |
Adam Waterous 301 8th Avenue SW, Suite 600, Calgary, A0, T2P 1C5 (403) 930-6048 Christopher M. Barlow, Esq. Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West New York, NY, 10001 (212) 735-3972 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/10/2025 (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).
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund Management Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund III (Canadian) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund III (US) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund III (International) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund III (Canadian FI) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Waterous Energy Fund III (International FI) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
WEF III GP (Canadian) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
WEF III GP (US) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
WEF III GP (International) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
WEF III GP (Canadian FI) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
WEF III GP (International FI) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALBERTA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025
SCHEDULE 13D
|
| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Adam Waterous | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,657,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
In reference to rows 8, 10 and 11, the number represents an aggregate of 48,003,757 Common Shares and 2,654,179 common share purchase warrants. In reference to row 13, the percentage calculation is based on an aggregate of 70,256,512 Common Shares outstanding as of November 6, 2025, according to the Form 6-K filed by the Issuer on November 6, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Greenfire Resources Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
1900 - 205 5TH AVENUE SW, CALGARY,
ALBERTA, CANADA
, T2P 2V7. | |
Item 1 Comment:
The following constitutes Amendment No. 3 ("Amendment No. 3") to the initial statement on Schedule 13D, filed on November 14, 2024, as amended by Amendment No. 1 to the Schedule 13D filed on November 21, 2024, and by Amendment No. 2 to the Schedule 13D filed on December 27, 2024 (as so amended, the "Schedule 13D"). This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein. Except as specifically amended by this Amendment No. 3, the Schedule 13D is unchanged. Capitalized terms used in this Amendment No. 3 and not otherwise defined herein have the meanings given to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to add the following: On November 10, 2025, Waterous Energy Fund Management Corp., in its capacity as manager of certain limited partnerships comprised of Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP and Waterous Energy Fund III (International FI) LP, agreed to acquire an aggregate of 3,296,730 common shares (the "Mantiqueira Purchased Shares") of Greenfire Resources Ltd. from Mantiqueira Overseas Fund Ltd. pursuant to a private share purchase agreement (the "Mantiqueira Securities Purchase Agreement"). The Mantiqueira Purchased Shares were acquired for cash consideration of CAD$6.55 (USD$4.67 based on the exchange rate of November 10, 2025) per Mantiqueira Purchased Share, representing an aggregate purchase price of CAD$21,593,581.50 (USD$15,402,701.68 based on the exchange rate of November 10, 2025). On November 10, 2025, Waterous Energy Fund Management Corp., in its capacity as manager of certain limited partnerships comprised of Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP and Waterous Energy Fund III (International FI) LP, agreed to acquire an aggregate of 1,157,749 common shares (the "Sona Purchased Shares") of Greenfire Resources Ltd. from Sona Credit Master Fund Limited, Sona Blue Peak, Ltd. and Sunrise Partners Limited Partnership pursuant to a private share purchase agreement (the "Sona Securities Purchase Agreement"). The Sona Purchased Shares were acquired for cash consideration of CAD$6.55 (USD$4.67 based on the exchange rate of November 10, 2025) per Sona Purchased Share, representing an aggregate purchase price of CAD$7,583,255.95 (USD$5,409,136.47 based on the exchange rate of November 10, 2025). On November 10, 2025, Waterous Energy Fund Management Corp., in its capacity as manager of certain limited partnerships comprised of Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP and Waterous Energy Fund III (International FI) LP, agreed to acquire an aggregate of 4,249,000 common shares (the "Encompass Purchased Shares") of Greenfire Resources Ltd. from Encompass Capital Advisors LLC pursuant to a private share purchase agreement (the "Sona Securities Purchase Agreement," together with the Mantiqueira Securities Purchase Agreement and the Sona Securities Purchase Agreement, the "Securities Purchase Agreements"). The Encompass Purchased Shares were acquired for cash consideration of CAD$6.55 (USD$4.67 based on the exchange rate of November 10, 2025) per Encompass Purchased Share, representing an aggregate purchase price of CAD$27,830,950.00 (USD$19,851,816.64 based on the exchange rate of November 10, 2025). The foregoing description of the Securities Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the text of the Securities Purchase Agreements, which have been filed as exhibits to this Schedule 13D and are incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following: The information in Item 3 of this Schedule 13D is incorporated herein by reference. | ||
| 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 in Item 3 of this Schedule 13D is incorporated herein by reference. The aggregate number and percentage of the Common Shares beneficially owned by each of the Reporting Persons are set forth on rows 11 and 13 of the cover pages of this Schedule 13D and is incorporated herein by reference. | |
| (b) | The number of shares as to which each Reporting Person has 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, or shared power to dispose or to direct the disposition is set forth on rows 7 through 10 of the cover pages of this Schedule 13D and is incorporated herein by reference. | |
| (c) | Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions in the Common Shares during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Issuer's securities beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| 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: The information in Item 3 of this Schedule 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Mantiqueira Securities Purchase Agreement, dated November 10, 2025. 99.2 Sona Securities Purchase Agreement, dated November 10, 2025. 99.3 Encompass Securities Purchase Agreement, dated November 10, 2025. | ||
| 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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