Battalion Oil Corp美股招股说明书(2026-04-29版)

$375,000,000Common StockPreferred StockDepositary SharesWarrantsPurchase ContractsUnits Resale of Up To36,999,134Shares of Common Stock BytheSellingSecurityholders This prospectus provides you with a general description of the common stock, preferredstock, depositary shares, warrants, purchase contracts and units that we may issue. Each timewe sell securities, we will provide a prospectus supplement that will contain specificinformation about the terms of that offering. Such prospectus supplement may also add,update or change information contained in this prospectus. You should carefully read thisprospectus and the applicable prospectus supplement together with the additional informationdescribed under the heading “Where You Can Find More Information” before you invest. This prospectus also relates to the resale from time to time by the selling securityholdersnamedin this prospectus or their permitted transferees(collectively,the“SellingSecurityholders”) of up to an aggregate of 36,999,134 shares of common stock of BattalionOil Corporation (“we,” “our,” “us,” or the“Company”), aDelaware corporation, par value$0.0001 per share (“Common Stock”), which consists of (i)5,935,377shares of CommonStockfor the account of the Selling Securityholders named in this prospectus and(ii)31,063,757shares of Common Stock issuable upon the conversion of the Company’sSeriesA Preferred Stock, par value $0.0001 per share (“SeriesA Preferred Stock”), SeriesA-1 Preferred Stock, par value $0.0001 per share (“SeriesA-1 Preferred Stock”), SeriesA-2Preferred Stock, par value $0.0001 per share (“SeriesA-2 Preferred Stock”), SeriesA-3Preferred Stock, par value $0.0001 per share (“SeriesA-3 Preferred Stock”) and SeriesA-4Preferred Stock, par value $0.0001 per share (“SeriesA-4 Preferred Stock,” and, togetherwith the SeriesA Preferred Stock, SeriesA-1 Preferred Stock, SeriesA-2 Preferred Stock,and SeriesA-3 Preferred Stock, the “Redeemable Convertible Preferred Stock”) issued by theCompany. The shares of Common Stock held by the Selling Securityholders and underlyingtheRedeemable Convertible Preferred Stock held by the Selling Securityholders andregistered by this prospectus are referred to herein as the “Registrable Securities.” Forpurposes of clause(ii), the number of shares issuable upon conversion is calculated as of April4, 2026 in accordance with theapplicable certificates of designations, including any adjustments applicable as of such date,and includes an additional 4,625,909shares of Common Stock that the Company hasestimated in good faith as the maximum number of shares of Common Stock issuable uponconversion of the Redeemable Convertible Preferred Stock. We will not receive any proceeds from the sale of the Registrable Securities by the SellingSecurityholders. Additional details regarding the Selling Securityholders are set forth in this prospectus under“Selling Securityholders.” We are registering the offer and sale by the Selling Securityholders of the RegistrableSecurities to satisfy certain registration rights granted in favor of the Selling Securityholders.Our registration of the Registrable Securities covered by this prospectus does not mean thatthe Selling Securityholders will offer or sell any of the Registrable Securities. The SellingSecurityholders or their permitted transferees may offer, sell or distribute all or a portion ofthe Registrable Securities registered hereby publicly or through private transactions atprevailing market prices or at negotiated prices. See the section of this prospectus titled “Planof Distribution” for more information about how the Selling Securityholders may sell theRegistrable Securities. We will pay certain offering fees and expenses and fees in connectionwith the registration of the Registrable Securities and will not receive any of the proceedsfrom the sale of the Registrable Securities by the Selling Securityholders. See the section ofthis prospectus titled “Use of Proceeds” for more information. The Selling Securityholderswill pay any discounts and commissions and expenses incurred by the Selling Securityholdersfor brokerage, accounting, tax or legal services or any other expenses incurred by the SellingSecurityholders in disposing of the Registrable Securities. Sales of the Registrable Securities by theSelling Securityholders may occur at fixed prices, atmarket prices prevailing at the time of sale, at prices related to prevailing market prices or atnegotiated prices. The Selling Securityholders may sell Registrable Securities to or throughunderwriters, broker-dealers or agents. The sale of the Registrable Securities being offered inthis prospectus could result in a significant decline in the public trading price of oursecurities. Our shares of Common Stock are listed on the NYSE American exchange underthe symbol “BATL”. You should read this prospectus and any prospectus supplement or amendment carefullybefore you invest in our securities. Investing in our securities invol