Battalion Oil Corp美股招股说明书(2026-04-02版)

Resale of Up To 2,727,273 Shares of Common Stock This prospectus relates to the resale from time to time by the selling securityholder named in thisprospectus or its permitted transferees (collectively, the “Selling Securityholder”) of up to an aggregateof 2,727,273 shares of common stock of Battalion Oil Corporation (“we,” “our,” “us,” or the“Company”), a Delaware corporation, par value $0.0001 per share (“Common Stock”), which consistsof (i)1,800,000 shares of Common Stock issued by the Company at the closing of our privateplacement on March 3, 2026 and (ii)927,273 shares of Common Stock issuable upon the exercise ofpre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) issued by theCompany at the closing of our private placement on March 3, 2026. The shares of Common Stock heldbythe Selling Securityholder and underlying the Pre-Funded Warrants held by the SellingSecurityholder and registered by this prospectus are referred to herein as the “Registrable Securities.” While we will not receive any proceeds from the sale of the Registrable Securities by the SellingSecurityholder, we will receive proceeds from the exercise of any Pre-Funded Warrants for cash. Additional details regarding the Selling Securityholder are set forth in this prospectus under “SellingSecurityholders.” We are registering the offer and sale by the Selling Securityholder of the Registrable Securities tosatisfy certain registration rights granted in favor of the Selling Securityholder. Our registration of theRegistrable Securities covered by this prospectus does not mean that the Selling Securityholder willoffer or sell any of the Registrable Securities. The Selling Securityholder or its permitted transfereesmay offer, sell or distribute all or a portion of the Registrable Securities registered hereby publicly orthrough private transactions at prevailing market prices or at negotiated prices. See the section of thisprospectus titled “Plan of Distribution” for more information about how the Selling Securityholdermay sell the Registrable Securities. We will pay certain offering fees and expenses and fees inconnection with the registration of the Registrable Securities and will not receive any of the proceedsfrom the sale of the Registrable Securities by the Selling Securityholder. See the section of thisprospectus titled “Use of Proceeds” for more information. The Selling Securityholder will pay anydiscounts and commissions and expenses incurred by the Selling Securityholder for brokerage,accounting, tax or legal services or any other expenses incurred by the Selling Securityholder indisposing of the Registrable Securities. Sales of the Registrable Securities by theSelling Securityholder may occur at fixed prices, at marketprices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.The Selling Securityholder may sell Registrable Securities to or through underwriters, broker-dealersor agents, who may receive compensation in the form of discounts, concessions or commissions fromthe Selling Securityholder, the purchasers of the Registrable Securities, or both. The sale of the Registrable Securities being offered in this prospectus could result in a significantdecline in the public trading price of our securities. Our shares of Common Stock are listed on theNYSE American exchange under the symbol “BATL”. You should read this prospectus and any prospectus supplement or amendment carefully before youinvest in our securities. Investing in our securities involves risks. You should consider the risk factors referred to in thesection entitled “Risk Factors” on page 9 of this prospectus and in any prospectus supplementhereto, as well as documents we file with the Securities and Exchange Commission that areincorporated by reference in this prospectus. Neither the Securities and Exchange Commission nor any state securities commission or otherregulatory body has approved or disapproved of these securities or passed upon the accuracy oradequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is April2, 2026. TABLE OF CONTENTS About This Prospectus1Where You Can Find More Information2Cautionary Statement Regarding Forward-Looking Statements3PROSPECTUS SUMMARY5Risk Factors9Use Of Proceeds10Selling Securityholders11Plan Of Distribution13Legal Matters16Experts16 The distribution of this prospectus and the applicable prospectus supplement and the offering of thesecurities in certain jurisdictions may be restricted by law. Persons into whose possession thisprospectus and any applicable prospectus supplement come should inform themselves about andobserve any such restrictions. This prospectus and any applicable prospectus supplement do notconstitute, and may not be used in connection with, an offer or solicitation by anyone in anyjurisdiction in which such offer or solicitation is not authorized or in which the per