Greenfire Resources Ltd. — Major Shareholding Notification 2024

May 30, 2024

SC 13G/A 1 ea0207127-13ga1klesch_green.htm AMENDMENT NO. 1 TO SCHEDULE 13G

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No. 1)*

Greenfire Resources Ltd.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

39525U107

(CUSIP Number)

April 25, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 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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| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| --- | --- |
| | Jonathan
Klesch |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a)
☐ |
| | (b)
☐ |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | United
Kingdom |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE
VOTING POWER |
| | 757,809 Common Shares |
| 6. | SHARED
VOTING POWER |
| | 0 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 757,809 Common Shares |
| 8. | SHARED
DISPOSITIVE POWER |
| | 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 757,809 Common Shares |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 1.7% (1) |
| 12. | TYPE
OF REPORTING PERSON |
| | IN |

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(1) Calculations of the beneficial ownership percentage are based on 68,642,515 Common Shares outstanding as of September 20, 2023, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on September 27, 2023, and includes 435,938 Common Shares underlying warrants currently exercisable.

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| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| --- | --- |
| | Spicelo
Limited |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a)
☐ |
| | (b)
☐ |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Cyprus |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5. | SOLE
VOTING POWER |
| | 757,809 Common Shares |
| 6. | SHARED
VOTING POWER |
| | 0 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 757,809 Common Shares |
| 8. | SHARED
DISPOSITIVE POWER |
| | 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 757,809 Common Shares |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 1.7% (1) |
| 12. | TYPE
OF REPORTING PERSON |
| | CO |

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(1) Calculations of the beneficial ownership percentage are based on 68,642,515 Common Shares outstanding as of September 20, 2023, as reported in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on September 27, 2023, and includes 435,938 Common Shares underlying warrants currently exercisable.

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Item 1(a). Name of Issuer:

Greenfire Resources Ltd. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

1900 - 205 5th Avenue SW

Calgary, Alberta T2P 2V7

Item 2. (a) Name of Persons Filing:

(b) Address of Principal Business Office or, if None, Residence:

(c) Citizenship:

The following entity and individual, listed below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this “Statement”), are referred to herein collectively as the “Reporting Persons”:

Jonathan Klesch

Citizenship: United Kingdom

Spicelo Limited

Citizenship: Cyprus

The principal business address of each of the Reporting Persons is Megalou Alexandrou 17, Aglantzia 2121, Nicosia, Cyprus.

Item 2(d). Title of Class of Securities:

Common shares, no par value (the “Common Shares”)

Item 2(e). CUSIP Number:

39525U107

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Item 3. If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

| (a) | ☐ | Broker
or dealer registered under Section 15 of the Exchange Act. |
| --- | --- | --- |
| (b) | ☐ | Bank
as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | ☐ | Insurance
company defined in Section 3(a)(19) of the Exchange Act. |
| (d) | ☐ | Investment
company registered under Section 8 of the Investment Company Act. |
| (e) | ☐ | Investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | ☐ | Employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | ☐ | Parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | ☐ | Savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | ☐ | Church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ☐ | Non-U.S.
institution in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____ |

Item 4. Ownership.

(a) Amount beneficially owned:

As of the close of business on May 30, 2024:

| (i) | Spicelo Limited (“Spicelo”) beneficially
owned 5,499,506 Common Shares including 435,938 Common Shares underlying warrants currently exercisable. The Common Shares and Warrants
held by Spicelo were subject to a Limited Recourse Guarantee and Securities Pledge Agreement dated July 21, 2022 entered into by Spicelo
in favor of certain lenders to a group of entities unrelated to the Issuer that are, together with Spicelo, currently undergoing insolvency
proceedings in Canada. In such insolvency proceedings, 4,741,697 Common Shares were sold on April 25, 2024 and settled on May 9, 2024
in order to fully satisfy the obligations owing to such lenders. As a result of the above sale of 4,741,697 Common Shares, Spicelo beneficially
owns 1,193,747 Common Shares and has now ceased to be the beneficial owner of more than five percent of the Common Shares. |
| --- | --- |
| (ii) | Spicelo holds securities for Mr. Jonathan Klesch.
As such, Mr. Jonathan Klesch may be deemed to beneficially own the Common Shares beneficially owned by Spicelo. |

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Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: May 30, 2024 — By:	/s/ Jonathan Klesch
Spicelo Limited
By:	/s/ Ioannis Charalambides
	Name:	Ioannis Charalambides
	Title:	Director

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