Amended Statement of Beneficial Ownership (sc 13d/a)
28 Juni 2022 - 12:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
DAYBREAK
OIL AND GAS, INC.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
239559
107
(CUSIP
Number)
Iain
Mickle
Boutin
Jones Inc.
555
Capitol Mall, Suite 1500
Sacramento,
CA 95814
(916)
321-4444
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June
24, 2022
(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 Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | 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 (“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. 239559 107
1 |
Name
of Reporting Person: I.R.S. Identification Nos. of Above Person (entities only):
Gaelic
Resources Ltd. 38-4121145 |
2 |
Check
the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐
(b)
☒ |
3 |
SEC Use Only:
|
4 |
Source
of Funds (See Instruction):
PF |
5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
|
6 |
Citizenship
or Place of Organization:
Isle
of Man |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
|
160,964,489 |
8 |
Shared Voting Power:
-- |
9 |
Sole Dispositive Power:
|
|
160,964,489 |
10 |
Shared Dispositive Power: |
|
-- |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person:
160,964,489 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
13 |
Percent
of Class Represented by Amount in Row (11):
41.85 |
14 |
Type
of Reporting Person (See Instructions):
HC |
| 1 | Based
on 384,656,468 shares of Issuer’s common stock outstanding as of May 26, 2022, as reported in Issuer’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on May 26, 2022. |
SCHEDULE
13D
This
Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission
on May 31, 2022 (the “Schedule 13D”), by Gaelic Resources Ltd., a private company incorporated under the laws of the Isle
of Man (“Reporting Person”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed
to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or
supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference
herein.
Item
4 is hereby amended and restated in its entirety as follows:
Item
4. Purpose of Transaction.
On
October 20, 2021, and subsequently amended on February 22, 2022 and May 24, 2022, Issuer, Reporting Person, and Reporting Person’s
wholly-owned subsidiary, Reabold California LLC, a California limited liability company (“Reabold”), entered into an Equity
Exchange Agreement (the “Exchange Agreement”) with Issuer, pursuant to which Issuer acquired 100% of the membership interests
of Reabold in exchange for the issuance to Reporting Person of 160,964,489 shares of Issuer’s Common Stock, par value $0.001 per
share (the “Exchange Shares”). The Closing (as defined in the Equity Exchange Agreement) occurred on May 25, 2022. As a result
of the Closing, Reabold became a wholly-owned subsidiary of Issuer and Reporting Person became the owner of the Exchange Shares and,
thus, the majority shareholder of Issuer (the foregoing transaction and the transactions contemplated thereby, the “Equity Exchange”).
The
shares of Common Stock reported herein were acquired solely for investment purposes. Except as set forth above, Reporting Person has
no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
Darren
Williams, the individual nominated to the board of directors of Issuer, pursuant to the Voting Agreement, by Reporting Person, serves
as a member of the board of directors of Issuer and, in such capacity, may have influence over the corporate activities of the Issuer,
including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Reporting
Person reserves the right to acquire, or dispose of, additional securities of Issuer in the ordinary course of their business, to the
extent deemed advisable in light of its general investment and trading policies, market conditions or other factors
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.
Date:
June 24, 2022
GAELIC RESOURCES LTD. |
|
|
|
|
By: |
/s/ Sachin
Oza |
|
|
Sachin Oza |
|
|
Co-CEO |
|
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