UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Introductory Note.
On or about the date of this Current Report on Form 8-K, Talos Energy Inc. (the “Company”) intends to file a Registration Statement on Form S-3 (the “Registration Statement”) relating to the proposed offering by certain selling stockholders of shares of common stock, par value $0.01 per share. The Registration Statement will incorporate this Current Report, including the pro forma financial statements, as described in Item 9.01, by reference.
| Item 8.01. | Other Events. |
On March 4, 2024, the Company completed its previously announced acquisition of QuarterNorth Energy Inc. (“QuarterNorth” and such acquisition, the “QuarterNorth Acquisition”). In connection therewith, the Company is providing (i) the pro forma balance sheet, giving effect to the QuarterNorth Acquisition as if it had been consummated on December 31, 2023 and (ii) pro forma statements of operations, giving effect to the QuarterNorth Acquisition as if it had been consummated on January 1, 2023 (and each as described in Item 9.01 below).
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the QuarterNorth Acquisition, attached as Exhibit 99.1 hereto:
| • | Unaudited Pro Forma Combined Balance Sheet of Talos Energy Inc. as of December 31, 2023; |
| • | Unaudited Pro Forma Combined Statements of Operations of Talos Energy Inc. for the Year Ended December 31, 2023; and |
| • | Notes to the Unaudited Pro Forma Combined Financial Statements. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Unaudited Pro Forma Combined Balance Sheet of Talos Energy Inc. as of December 31, 2023 and Unaudited Pro Forma Combined Statements of Operations of Talos Energy Inc. for the Year Ended December 31, 2023, and the notes related thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 12, 2024
| TALOS ENERGY INC. | ||
| By: | /s/ William S. Moss III | |
| Name: | William S. Moss III | |
| Executive Vice President, General Counsel and Secretary | ||
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