[D] Pantheon Resources plc SEC Filing

Rhea-AI Filing Summary

Pantheon Resources plc filed a Form D notice reporting a Regulation D equity offering under Rule 506(b). The filing states a total offering amount of $52,527, with $52,527 sold and $0 remaining, and lists 9 total investors. The issuer is a United Kingdom corporation with principal business address in London and identifies its industry as Oil & Gas.

The filing indicates the offering began with a first sale on 2025-07-03, is not intended to last more than one year, accepted a minimum investment of $0, reports $0 in sales commissions and finders' fees, and $0 of proceeds paid to named officers, directors or promoters. The notice was signed by David Hobbs, Chairman, on 2025-08-14.

Positive

• Offering fully subscribed: Total offering amount of $52,527 is reported as fully sold with $0 remaining
• No sales commissions or finders' fees: Filing reports $0 for sales commissions and finders' fees
• No proceeds paid to insiders: Filing reports $0 of gross proceeds used to pay named executive officers, directors or promoters

Negative

• Very small raise: Total proceeds of $52,527 are unlikely to be material to a public company
• Limited investor detail: The filing provides total investor count (9) but does not specify accredited vs non-accredited investor counts

Insights

Securities Analyst

TL;DR: Small, closed Regulation D equity raise fully subscribed; limited market impact but shows ability to secure capital.

The Form D reports a modest equity offering of $52,527 sold under Rule 506(b) to 9 investors, suggesting a private, non-public solicitation consistent with 506(b) limits. The offering is fully subscribed with no remaining amount and no disclosed sales commissions or payments to insiders, which reduces dilution and transaction costs. Given the small size relative to typical public-company capital needs, this raise is unlikely to be material to Pantheon Resources plc's enterprise value but does demonstrate successful private capital access.

Corporate Governance Expert

TL;DR: Governance disclosure is straightforward; signatures and officer listing are provided but the raise is immaterial.

The filing names multiple executive officers and directors with addresses at the issuer's legal agent and confirms the Chairman signed the notice. It discloses no payments to insiders from proceeds and no commissions, which suggests alignment with minimizing insider benefit from this offering. The documentation is standard for a Form D and contains the necessary item-level disclosures without additional governance concerns in the text provided.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001621910

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Pantheon Resources plc

Jurisdiction of Incorporation/Organization

UNITED KINGDOM

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Pantheon Resources plc
Street Address 1		Street Address 2
C/O Arch Law, Floor 2		8 Bishopsgate
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LONDON	UNITED KINGDOM	EC2N 4BQ	44 20 7484 5359

3. Related Persons

Last Name	First Name	Middle Name
Cheatham	John	Bishop
Street Address 1	Street Address 2
C/O Arch Law, Floor 2	8 Bishopsgate
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	EC2N 4BQ

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Easley	George	Washington
Street Address 1	Street Address 2
C/O Arch Law, Floor 2	8 Bishopsgate
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	EC2N 4BQ

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Scheirer	Allegra	Hosford
Street Address 1	Street Address 2
C/O Arch Law, Floor 2	8 Bishopsgate
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	EC2N 4BQ

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Brest	Jeremy	Leonard
Street Address 1	Street Address 2
C/O Arch Law, Floor 2	8 Bishopsgate
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	EC2N 4BQ

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hobbs	David	Alan
Street Address 1	Street Address 2
C/O Arch Law, Floor 2	8 Bishopsgate
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	EC2N 4BQ

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Havard	Linda
Street Address 1	Street Address 2
C/O Arch Law, Floor 2	8 Bishopsgate
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	EC2N 4BQ

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rutherford Munson	Martha	Kelsey
Street Address 1	Street Address 2
C/O Arch Law, Floor 2	8 Bishopsgate
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	EC2N 4BQ

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

X Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
X	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-03				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$52,527	USD	or Indefinite
Total Amount Sold	$52,527	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

9

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Pantheon Resources plc	/s/ David Hobbs	David Hobbs	Chairman	2025-08-14

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 number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Pantheon Resources plc raise in the Form D (PTHRF)?

The filing reports a total offering amount of $52,527, with $52,527 sold and $0 remaining.

Under which exemption was the Pantheon Resources plc offering made?

The issuer claimed a Regulation D exemption under Rule 506(b).

How many investors participated in the Pantheon Resources plc offering?

The filing reports 9 total investors in the offering.

Were any sales commissions or finders' fees paid for the offering?

No. The Form D discloses $0 in sales commissions and $0 in finders' fees.

Did Pantheon Resources report any proceeds paid to officers, directors, or promoters?

No. The filing discloses $0 of gross proceeds used to pay any named executive officers, directors or promoters.

Who signed the Form D for Pantheon Resources plc and when?

The notice was signed by David Hobbs, Chairman, on 2025-08-14.