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S-3 1 tm2611550-1_s3.htm FORM S-3 tm2611550-1_s3 - none - 3.1250203s

As filed with the Securities and Exchange Commission on April 10, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VITESSE ENERGY, INC.
(Exact name of Registrant as Specified in Its Charter)

	Delaware			88-3617511
	(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)

5619 DTC Parkway, Suite 700
Greenwood Village, Colorado 80111

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James P. Henderson
Chief Financial Officer
5619 DTC Parkway, Suite 700
Greenwood Village, Colorado 80111
Tel: (720) 361-2500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:
Brenda Lenahan
Vinson & Elkins L.L.P.
1114 Avenue of the Americas, 32nd Floor
New York, New York 10036
Tel: (212) 237-0133

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐			Accelerated filer ☒
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
THE COMPANY		4
RISK FACTORS		5
USE OF PROCEEDS		6
DESCRIPTION OF COMMON STOCK		7
SELLING STOCKHOLDER		10
PLAN OF DISTRIBUTION		11
LEGAL MATTERS		13
EXPERTS		13

Selling Stockholder			Number of Common Shares Owned Before Completion of the Offering						Number of Common Shares Offered Hereby						Number of Common Shares Owned After Completion of the Offering						Percentage of Common Shares Owned After Completion of the Offering
Titan Exploration, LLC(1)					1,935,698						1,935,698						—						—

SEC Registration Fee	$	4741.00
Legal Fees and Expenses		*
Accounting Fees and Expenses		*
Transfer Agent’s Fees and Expenses		*
Printing and Engraving Fees		*
Miscellaneous		*
Total		4741.00

	Exhibit No.			Description
	1.1*			Form of Underwriting Agreement.
	3.1			Amended and Restated Certificate of Incorporation of Vitesse Energy, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed January 17, 2023, File No. 001-41546).
	3.2			Amended and Restated Bylaws of Vitesse Energy, Inc. (incorporated by reference to Exhibit 3.2 to Form 8-K filed January 17, 2023, File No. 001-41546).
	4.1			Registration Rights Agreement, dated as of April 8, 2026, by and among Vitesse Energy, Inc., Titan Exploration, LLC and the other parties thereto (incorporated by reference to Exhibit 4.1 to Form 8-K filed April 10, 2026, File No. 001-41546).
	5.1**			Opinion of Vinson & Elkins L.L.P.
	23.1**			Consent of Deloitte & Touche LLP.
	23.2**			Consent of Cawley, Gillespie & Associates, Inc.
	23.3**			Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
	24.1**			Power of Attorney (included on signature page).
	107**			Filing Fee Table.

Name	Title	Date
/s/ Brian J. Cree Brian J. Cree	President and Interim Chief Executive Officer (Principal Executive Officer)	April 10, 2026
/s/ James P. Henderson James P. Henderson	Chief Financial Officer (Principal Financial and Accounting Officer)	April 10, 2026
/s/ Daniel J. O’Leary Daniel J. O’Leary	Chairman	April 10, 2026
/s/ Linda L. Adamany Linda Adamany	Director	April 10, 2026
/s/ Brian P. Friedman Brian P. Friedman	Director	April 10, 2026
/s/ Cathleen M. Osborn Cathleen M. Osborn	Director	April 10, 2026
/s/ Gary D. Reaves Gary D. Reaves	Director	April 10, 2026
/s/ Randy I. Stein Randy I. Stein	Director	April 10, 2026
/s/ Joseph S. Steinberg Joseph S. Steinberg	Director	April 10, 2026

SEC Form S-3 filed by Vitesse Energy Inc.