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January 16, 2024
Mark McFarland
Chief Executive Officer
Talen Energy Corporation
2929 Allen Pkwy, Suite 2200
Houston, TX 77019
Re:Talen Energy Corporation
Amendment No. 2 to the Draft Registration Statement on Form S-1
Submitted December 13, 2023
CIK No. 0001622536
Dear Mark McFarland:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to the Draft Registration Statement on Form S-1
General
1.We note your response to prior comment 5 that in connection with the Company’s
emergence from bankruptcy, it issued 59,028,843 shares of common stock to the holders
of certain creditor claims and separately pursuant to a rights offering conducted in
connection with the bankruptcy process, and your response that some of the shares were
issued in reliance on the exemption from registration provided in Section 1145 of the
Bankruptcy Code and the other shares were issued in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act. We also note your related
disclosure under Item 15, “Recent Sales of Unregistered Securities.” With respect to the
50,160,694 shares to be resold under this registration statement, please tell us how many
shares were issued in each of the following categories:

 FirstName LastNameMark McFarland
 Comapany NameTalen Energy Corporation
 January 16, 2024 Page 2
 FirstName LastName
Mark McFarland
Talen Energy Corporation
January 16, 2024
Page 2
•to holders of claims under TES’s Prepetition Unsecured Notes and PEDFA 2009A
Bonds in satisfaction of such claims in reliance on the exemption from registration
provided in Section 1145 of the Bankruptcy Code;

•to Riverstone and Talen MidCo LLC and certain of their respective designees in
connection with the settlement of certain claims in reliance on the exemption from
registration provided by Section 4(a)(2);

•to holders of claims under TES’s Prepetition Unsecured Notes and PEDFA 2009A
Bonds pursuant to the rights offering, in reliance on the exemption from registration
provided in Section 1145 of the Bankruptcy Code; and

•to holders of claims under TES’s Prepetition Unsecured Notes and PEDFA 2009A
Bonds pursuant to the rights offering, in reliance on the exemption from registration
provided by Section 4(a)(2).

In addition, please tell us how many shares in each such category were issued to entities
affiliated with Rubric Capital Management LP, the holder of approximately 23% of your
outstanding common stock.
2.Please revise to clarify the nature of the selling stockholders’ rights under the registration
rights agreement and stockholders agreement. In addition, please tell us whether the
company is seeking to undertake this initial public offering pursuant to the registration
rights agreement or pursuant to rights exercised under the stockholders agreement to
require the company to pursue and consummate an initial public offering or otherwise.
3.Please provide more detail regarding the company’s intention to uplist to the Nasdaq
Global Select Market.  Additionally, please tell us the listing standard you intend to rely
upon in listing your common stock and explain whether and how you intend to meet
Nasdaq’s initial listing requirements, including whether and how this registration
statement would assist the company in meeting such listing requirements.
4.Please identify any selling stockholder that is a registered broker-dealer or an affiliate of a
registered broker-dealer.  Please note that a registration statement registering the resale of
shares being offered by a broker-dealer must identify the broker-dealer as an underwriter
if the shares were not issued as underwriting compensation. For a selling stockholder that
is an affiliate of a broker-dealer, your prospectus must state, if true, that: (1) the seller
purchased the securities in the ordinary course of business; and (2) at the time of purchase
of the securities you are registering for resale, the seller had no agreements or
understandings, directly or indirectly, with any person, to distribute the securities. If you
are unable to make these statements in the prospectus, please disclose that the selling
stockholder is an underwriter.

 FirstName LastNameMark McFarland
 Comapany NameTalen Energy Corporation
 January 16, 2024 Page 3
 FirstName LastName
Mark McFarland
Talen Energy Corporation
January 16, 2024
Page 3
5.We note your revised disclosure on page 130.  Please revise to identify the Exchange and
clarify whether your bitcoin and private keys are held in hot or cold storage pursuant to
your custodial agreement with the Exchange.
            Please contact Yolanda Guobadia at 202-551-3562 or Lily Dang at 202-551-3867 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony Sanderson