UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 3, 2024 (
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Introductory Note
As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission by Talos Energy Inc. (the “Company”) on March 4, 2024 (the “Original Form 8-K”), on March 4, 2024, the Company consummated the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of January 13, 2024, by and among the Company, QuarterNorth Energy Inc. (“QuarterNorth”), Compass Star Merger Sub Inc. and certain equityholders of QuarterNorth, pursuant to which QuarterNorth became a wholly owned subsidiary of the Company.
This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Form 8-K to provide the historical and pro forma financial statements described in Item 9.01 below. No other modifications to the Original Form 8-K are being made by this Amendment. This Amendment should be read in connection with the Original Form 8-K, which provides a more complete description of the Merger.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired |
| • | Audited consolidated financial statements of QuarterNorth as of December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022 and the related notes to the consolidated financial statements, attached as Exhibit 99.1 hereto; |
| (b) | Pro Forma Financial Information |
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Merger, attached as Exhibit 99.2 hereto:
| • | Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2023; |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2023; and |
| • | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
| (d) | Exhibits |
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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: May 3, 2024
| TALOS ENERGY INC. | ||
| By: | /s/ William S. Moss III | |
| Name: | William S. Moss III | |
| Title: | Executive Vice President, General Counsel and Secretary | |
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