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Battalion
Oil Corporation

Two Memorial City Plaza

820 Gessner Road, Suite 1100

Houston, Texas 77024

February 12, 2024

VIA EDGAR

Blake Grady

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Battalion Oil Corporation

Schedule 13E-3 filed January 12, 2024

File No. 005-79873

Preliminary Proxy Statement filed January 12, 2024

File No. 001-35467

Dear Mr. Grady:

Thank you for your letter
dated February 6, 2024, addressed to the undersigned, Matthew Steele, Chief Executive Officer of Battalion Oil Corporation (the “Company”),
setting forth comments of the staff of the Division of Corporation Finance (the “Staff”) on the Schedule 13E-3 filed
with the Securities and Exchange Commission (the “Commission”) on January 12, 2024 (the “Schedule 13E-3”)
and the Preliminary Proxy Statement filed with the Commission on January 12, 2024 (the “Preliminary Proxy Statement”
and, together with the Schedule 13E-3, the “Filings”).

We appreciate the effort that
went into the Staff’s comments. We have considered the Staff’s comments on the Filings carefully and our responses to the
Staff’s comments are set forth below. To facilitate the Staff’s review, we have keyed our responses to the headings and numbered
comments used in the Staff’s comment letter, which we have reproduced in bold face text. Our responses follow each comment. In addition,
we are concurrently filing amendments of the Filings to incorporate our responses to the Staff’s comments.

Schedule 13E-3 filed January 12, 2024; PREM14A
filed January 12, 2024

General

1. We note that each of Exhibits (b)(i) and (b)(ii) to the Schedule 13E-3 has been filed with the same
corresponding note: “Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request
for confidential treatment.” We have not yet received any such request for confidential treatment. Please provide such request promptly.
Also, it does not appear that any material has been redacted from Exhibit (b)(1), though
the schedule at the end of that exhibit is illegible. Please clarify.

Response: The Company,
Ruckus and Parent are preparing and will submit a confidential treatment request with respect to Exhibits (b)(i) and (b)(ii). Exhibit
(b)(i) is indicated for redaction because it incorporates information that has been redacted from the term sheet filed with Exhibit (b)(ii).
Ruckus and Parent are not able to provide a more legible copy of the schedule at the end of Exhibit (b)(i).

2. Please revise to provide the disclosure required by Item 14(c)(1) of Schedule 14A, since financing
does not appear to be assured, or tell us why you believe you are not required to do so. See Instruction 2(a) to Item 14 of Schedule 14A.

Response: The disclosure
is not required by Item 14(c)(1) of Schedule 14A because it is not material to a stockholder’s decision on the matters to be voted
on at the special meeting for the following reasons:

Parent and Merger Sub are newly
formed Delaware corporations with minimal assets and no operations. We have revised the Preliminary Proxy Statement on page 1 to make
this clear to investors. The only source of funds that Parent has to consummate the Merger is through borrowings to be provided under
debt commitment letters, which are described in the Preliminary Proxy Statement on pages 6 and 73 and filed as exhibits to the
Schedule 13e-3, and receipt of additional equity financing in the amount of $200 million, which is disclosed in the Preliminary Proxy
Statement on pages 95 and 96.

Parent’s financial statements
are not material to stockholders because of its status as a newly formed entity established solely to pursue the Transactions and its
only assets will be from the debt financing already disclosed and the additional equity financing being sought that also is already disclosed
in the Preliminary Proxy Statement.

Pursuant to the terms of the
Merger Agreement, the parent company of Parent, Ruckus, has no obligation to provide any funding to finance Parent’s obligations
in connection with the Merger. Therefore, financial statements or MD&A of Ruckus would not be material to a stockholder – Ruckus
has no obligations and providing financial information for Ruckus could potentially lead stockholders to believe that the financial position
of Ruckus is somehow relevant to the Parent and Merger Sub’s ability to close the Merger – it is not.

In addition, the Parent Termination
Fee of $25.0 million is required to be deposited into an escrow account. Of that amount, $10.0 million has already been released to, and
received by, the Company, and the balance of $15.0 million is required to be deposited by February 15, 2024. The escrow account was established
as part of the Merger Agreement because the Company and its advisors were aware that Parent and Merger Sub were newly formed entities
with few assets and no operating history. The obligation to pay the Parent Termination Fee (or any other payment obligations under the
Merger Agreement) is not guaranteed by Ruckus. We have revised the Preliminary Proxy Statement on page 1 and page 19 to make this clear to stockholders.

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Further, under the terms
of the Merger Agreement, Parent is required to have equity financing in the escrow on or before February 27, 2024 that, when
combined with the debt financing commitments filed with the Schedule 13e-3, will be sufficient to fund the aggregate Merger
Consideration. As a result, at the time the Company’s stockholders vote on the Merger (which will take place after February
27, 2024), Parent’s financing will be assured.

3. Based on the disclosure in Item 13 of the Company’s Schedule 13E-3, it appears that the Company
is intending to incorporate by reference the information required by Item 1010(a) of Regulation M-A. In circumstances where the filing
persons elect to incorporate by reference the information required by Item 1010(a), all of the summarized financial information required
by Item 1010(c) must be disclosed in the document furnished to security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition,
please refer to telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone Interpretations”
that is available on the Commission’s website at http://www.sec.gov for guidance on complying with a similar instruction in the
context of a tender offer. Please revise to include the information required by Item 1010(c) of Regulation M-A.

Response: We have revised
the Preliminary Proxy Statement on pages 117 through 125 to the disclose the information required pursuant to Item 1010(c) of Regulation
M-A.

4. We note that you alternate between referring to “Oaktree Fund GPI, L.P.” and “Oaktree
Fund GP I, L.P.,” both in the proxy statement and in the Schedule 13E-3. Please revise or advise.

Response: We have revised
the Filings to clarify that the Oaktree entity is “Oaktree Fund GP I, L.P.” This is one and the same entity.

Summary Term Sheet, page 1

5. Please disclose any material provisions of the Stockholders’ Agreement entered into on December
14, 2023, by and among Fury Resources, Inc. and the parties thereto. Refer to Item 5 of Schedule 13E-3 and Item 1005(e) of Regulation
M-A.

Response: We have revised
the Preliminary Proxy Statement on pages 114 and 115 to the disclose the material terms of the Stockholders Agreement.

6. Refer to the disclosure on page 4 and page 55 regarding Houlihan Lokey’s opinion. Please address
in the proxy statement how any filing person relying on the Houlihan Lokey opinion was able to reach a fairness determination as to unaffiliated
security holders given that the Houlihan Lokey fairness opinion addressed fairness with respect to “holders of Company common stock,”
rather than all security holders unaffiliated with the Company.

Response: We have
revised the Preliminary Proxy Statement on page 60 to clarify that the fairness decision of the
Board, the Rollover Sellers and the Parent Group regarding unaffiliated stockholders was not based solely on the fairness opinion of
Houlihan Lokey. Their fairness determination was based on the factors described in “Special Factors – Recommendation of
the Company Board of Directors; Reasons for the Merger,” Rollover Sellers Reasons for the Merger,” and “Special
Factors – Parent Group Reasons for the Merger; Fairness.” Each of those bodies considered the Merger
Consideration of $9.80 per share to be the best possible outcome for all holders of Company common stock.

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7. Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation M-A require the subject company and affiliates
filing the statement to state whether they believe that the Rule 13e3 transaction is fair or unfair to unaffiliated security holders.
We note your disclosure on page three and elsewhere in the proxy statement that the “Board, after considering the recommendation
of the special committee, has unanimously [] determined and declared that the Merger Agreement and the transactions contemplated by the
Merger Agreement, including the Merger, are fair to the stockholders of the Company and are in the best interests of the Company and the
stockholders of the Company.” Please conform the disclosure here and throughout the proxy statement to the standards codified in
Item 1014(a) of Regulation M-A by revising or supplementing this statement to make clear that the fairness determination is consistently
directed, as required, at unaffiliated security holders. Refer also to Rule 13e-3(a)(4), which defines the term “unaffiliated security
holder.”

Response: We have
revised the Preliminary Proxy Statement on the cover page, the Notice of Special Meeting of Stockholders and pages 3 and 20 to the
disclose that the Board’s fairness determination was directed to all stockholders, including specifically unaffiliated
stockholders.

Cautionary Statement Concerning Forward-Looking
Statements, page 17

8. The safe harbor for forward-looking statements in the Private Securities Litigation Reform Act of 1995
does not apply to statements made in connection with a going private transaction. Therefore, please delete or revise the reference to
the Act’s safe harbor provisions found on page 17 of the proxy statement.

Response: We have revised
the Preliminary Proxy Statement on page 18 to delete the reference to the Private Securities Litigation Reform Act of 1995.

Parties to the Merger, page 18

9. We note the following disclosure on page 18: “Additional information about the Company and its
subsidiaries is included in documents incorporated by reference into this proxy statement. See ‘Where You Can Find More Information.’”
If such statement is meant to satisfy the disclosure requirements of Item 1003(b) and (c) of Regulation M-A, pursuant to Item 3 of Schedule
13E-3, please specifically incorporate the information by reference. Refer to General Instruction E of Schedule 13E-3. Alternatively,
please revise to provide the information required by Item 1003(b) and (c) of Regulation M-A for all filers. For example, disclose the
information required by Item 1003(c)(2) with respect to Jonathan Barrett and the persons listed on page 106.

Response: We have revised
the Preliminary Proxy Statement on page 116 to address the Staff’s comment.

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Background of the Merger, page 25

10. We note that Parent is a party to the Merger and that the Chief Executive Officer of Parent appears
to be Richard Little, a former Chief Executive Officer of the Company. Please disclose when Parent hired Mr. Little, as well as any negotiations
between Parent and Mr. Little regarding the Company prior to Mr. Little’s resignation, or advise. Refer to Item 5 of Schedule 13E-3
and Item 1005(c) of Regulation M-A.

Response: We have revised
the Preliminary Proxy Statement in the “Special Factors -- Background of the Merger” section to address the Staff’s comment.

11. Refer to the previous comment. We note that Richard Little resigned as Chief Executive Officer of the
Company after Ruckus executed a confidentiality agreement with the Company and was provided access to materials with respect to the Company
in an online virtual data room. In this respect, please describe how you determined that Parent, Ruckus and Mr. Little are not affiliates
engaged in the Rule 13e-3 transaction who should be identified as filing persons for purposes of Schedule 13E-3. Please note that each
filing person must individually comply with the filing, dissemination and disclosure requirements of Schedule 13E-3. Therefore, please
revise the disclosure to include all of the information required by Schedule 13E-3 and its instructions for any filing person(s) added
in response to this comment.

Response: We have amended
the Schedule 13e-3 and Preliminary Proxy Statement to include Parent, Ruckus and Mr. Little as filing persons and provided the related
disclosures in the Preliminary Proxy Statement beginning on page 128.

12. Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A require a filing person to summarize
in considerable detail any reports, whether oral or written, received from a third party and materially related to this transaction. We
note the references to presentations by Houlihan Lokey during the course of entering into this transaction, including the references in
this section to multiple meetings between November 21, 2022 and December 14, 2023. However, only two presentations, both from December
14, 2023, have been filed. To the extent that any reports are duplicative or are simply updates of earlier presentations, your disclosure
may summarize the material differences only. For these and any other meetings between the Special Committee and its financial advisor,
summarize the substance of the presentations or reports and file any written materials provided as exhibits to the Schedule 13E-3.

Response: We have
revised the Schedule 13E-3 to add presentations to the Board by Houlihan Lokey on November 4, 2023 as exhibits to the Schedule
13E-3. The materials presented to the Board on November 4, 2023 are substantially consistent with the December 14, 2023 materials
filed as Exhibit (c)(ii) and Exhibit (c)(iii) of Schedule 13e-3. The December 14, 2023 presentation included the following
updates:

 1. updated financial information (reported on November 15, 2023), related to third quarter 2023 results, compared to August 31,
2023 in the previous materials;

 2. market pricing updated to December 13, 2023, compared to November 1, 2023 previously;

 3. the effective date of the reserves cash flows was updated to October 1, 2023, compared to September 1, 2023 previously;

 4. the selected weighted average cost of capital range was revised to 13.00% - 15.00%, compared to 13.50% - 15.00% previously; and

 5. other changes including, but not limited to, the terms of the Series A Convertible Preferred stock and damages claim estimates.

A detailed description of changes is also provided in the body of Exhibit 99.(c)(ii) and
Exhibit 99.(c)(iii) of the Schedule 13e-3.

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13. Refer to your statement on page 34 that Abraham Mirman is the “President and Chief Executive
Officer of Parent.” We note, however, that Mr. Mirman signed the Indemnification Agreement as the Chief
Financial Officer of Parent. Please revise or advise.

Response: We have revised
the Preliminary Proxy Statement on page 34 to clarify that Mr. Mirman is the Chairman of the Board of Parent.

Recommendation of the Company Board of Directors;
Reasons for the Merger, page 45

14. Refer to the following disclosure on page 49: “The special committee and the Board believe that
sufficient procedural safeguards were and are present to ensure the fairness of the Merger and to permit the special committee and the
Board to represent effectively the interests of the unaffiliated stockholders. These procedural safeguards includ