Talos Energy Inc. filed SEC Form 8-K: Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events, Regulation FD Disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
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| Item 2.02. | Results of Operations and Financial Condition. |
As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Talos Energy Inc. (the “Company”) on March 4, 2024, as amended on a Form 8-K/A filed with the SEC on May 3, 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 provides a pro forma statement of operations of the Company, as described in Item 9.01 below and which is incorporated into this Item 2.02 by reference, giving effect to the Merger as if it has been consummated on January 1, 2024. This Current Report on Form 8-K should be read in connection with the Company’s March 4 and May 3 filings referenced above, which together provide a more complete description of the Merger.
In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.
The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
| Item 7.01. | Regulation FD Disclosure. |
The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
| Item 8.01. | Other Events. |
This Current Report on Form 8-K provides a pro forma statement of operations, as described in Item 9.01 below, which is incorporated into this Item 8.01 by reference.
| 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 Merger, attached as Exhibit 99.1 hereto:
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024; and |
| • | Notes to the Unaudited Pro Forma Condensed Combined Financial Statement. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 22, 2025
| TALOS ENERGY INC. | ||
| By: | /s/ William S. Moss III | |
| Name: | William S. Moss III | |
| Title: | Executive Vice President, General Counsel and Secretary | |