11/10/2025 | Press release | Distributed by Public on 11/10/2025 20:23
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Preferred Stock | (1) | (2) | Common Stock | 140,227,280 | (2) | I | See footnote(3)(4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Geiser Edward 2727 ALLEN PARKWAY SUITE 1850 HOUSTON, TX 77019 |
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| /s/ Edward Geiser | 11/10/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Series A Convertible Preferred Stock is not convertible until the expiration of the twenty calendar day period (the "Automatic Conversion Date") commencing on the distribution to the Issuer's shareholders in accordance with Rule 14c-2 of Regulation 14C promulgated under the Securities and Exchange Act of 1934, as amended, of an information statement disclosing, among other things, the approval of such conversion and related matters by the majority stockholders of the Issuer, which occurred on October 31, 2025. |
| (2) | The Series A Convertible Preferred Stock have no expiration date, but automatically convert into common stock of the Issuer in a ratio of 10-for-1 on the Automatic Conversion Date. |
| (3) | The securities are held of record by North Peak Oil & Gas Holdings, LLC ("NPOG"), Century Oil and Gas Holdings, LLC ("COG") and J PED, LLC ("J PED"). Each of Juniper Capital II, L.P. ("Fund II") and Juniper Capital III, L.P ("Fund III") have ownership interests in each of NPOG and COG; Juniper North Peak Partners, L.P. ("North Peak Partners") has an ownership interest in NPOG; Juniper NPR Partners, L.P. ("NPR Partners") has an ownership interest in COG; and J PED is wholly owned by Juniper Capital IV, L.P. ("Fund IV"). |
| (4) | Mr. Geiser, as the indirect, sole owner of the general partners of Fund II, Fund III, North Peak Partners, NPR Partners and Fund IV, may be deemed to have voting and dispositive power over the securities held by NPOG, COG and JPED. Mr. Geiser disclaims beneficial ownership of the shares held by each of NPOG, COG and J PED except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |