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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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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. 1)*
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BATTALION OIL CORP (Name of Issuer) |
Class A Common Stock, $0.01 par value per share (Title of Class of Securities) |
07134L107 (CUSIP Number) |
Aharon Diveroli Diveroli Investment Group LLC, 848 Brickell Ave., Suite PH5 Miami, FL, 33131 305-202-0630 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/26/2026 (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
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| CUSIP No. | 07134L107 |
| 1 |
Name of reporting person
Diveroli Investment Group LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Based on 16,456,563 shares of Class A Common Stock outstanding as of September 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025.
SCHEDULE 13D
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| CUSIP No. | 07134L107 |
| 1 |
Name of reporting person
Kingbird Ventures LLC | ||||||||
| 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
WYOMING
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Based on 16,456,563 shares of Class A Common Stock outstanding as of September 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
BATTALION OIL CORP |
| (c) | Address of Issuer's Principal Executive Offices:
820 Gessner Road, Suite 1100, Houston,
TEXAS
, 77024. |
| Item 2. | Identity and Background |
| (a) | Diveroli Investment Group LLC and Kingbird Ventures LLC (the "Reporting Persons"), |
| (b) | The Reporting Persons have a business address of 848 Brickell Ave., Suite PH5, Miami, FL, 33131 |
| (c) | Reported shares are held in the name of Kingbird Ventures LLC, and Diveroli Investment Group LLC is its authorized representative. |
| (d) | N/A |
| (e) | N/A |
| (f) | Diveroli Investment Group LLC is a Delaware limited liability company. Kingbird Ventures LLC is a Wyoming limited liability company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons have utilized certain investment funds in their possession as the consideration for the acquisition of 887,455 shares of Common Stock, $0.0001 par value per share, which constitutes a beneficial ownership percentage of 5.39% as of the date January 23, 2026. The shares were acquired in open market purchases from July 1, 2025 to January 21, 2026 for an aggregate consideration of $1,047,196.90 at an average price per share of Common stock, inclusive of brokerage fees, of $1.18. | |
| Item 4. | Purpose of Transaction |
The Reporting Person has disposed of all of the Issuer's securities previously reported. The Reporting Person no longer has any plans or proposals relating to the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 0.00 shares of Class A Common Stock, $0.01 par value per share, which constitutes a beneficial ownership percentage of 0.00% as of the date of this SCHEDULE 13D/A. Based on 16,456,563 shares of Class A Common Stock outstanding as of September 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025. |
| (b) | 0.00 shares of Class A Common Stock, $0.01 par value per share. |
| (c) | N/A |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A | |
| Item 7. | Material to be Filed as Exhibits. |
EXHIBIT 99.1 JOINT FILING AGREEMENT |
| 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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