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CORRESP
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CORRESP

 December 5, 2022

Division of Corporation Finance Office of Energy & Transportation

Office of Energy & Transportation

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3561

Re:
 Talos Energy Inc.

 Registration Statement on Form S-4

 Filed October 28, 2022

 File No. No. 333-268036

Ladies and Gentlemen:

 Set forth below are the
responses of Talos Energy Inc. (the “Company,” “we,” “us” or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) by letter dated November 22, 2022, with respect to the Company’s Registration Statement on Form S-4, File
No. 333-268036, filed with the Commission on October 28, 2022 (the “Registration Statement”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
Substantially concurrently with the submission of this letter we are also submitting Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR. Unless otherwise
specified, all references to page numbers and captions correspond to Amendment No. 1. Capitalized terms used but not defined herein shall have the meanings set forth in Amendment No. 1.

Form S-4 filed October 28, 2022

Risk Factors

 Risks Relating to Talos and
EnVen

 Future sales or issuances of Talos Common Stock could have a negative impact on the Talos Common Stock price., page 40

1.
 Please quantify the number or percentage of shares that will be held by Riverstone, Adage, and Bain at
the consummation of this offering, that will be subject to respective lock-ups, and disclose when such lock-up period(s) will end.

RESPONSE:    We have revised the Registration Statement to disclose the estimated number and percentage of shares
that will be held by Riverstone, Adage, and Bain at the consummation of the offering that will be subject to lock-ups and the terms of such lock-ups. See page 40 of
Amendment No. 1.

 U.S. Securities and Exchange Commission

December 5, 2022

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 The Mergers

Opinion of Talos’s Financial Advisor

Financial Analyses

 Public Trading Multiples
Analysis, page 57

2.
 Please revise to provide definitions for the terms “firm value” and “equity value”
for the selected companies used in the Public Trading Multiples Analysis.

RESPONSE:    We have revised the Registration Statement to disclose the method of calculating “firm
value” and “equity value” for the selected companies used in the Public Trading Multiples Analysis. See page 58 of Amendment No. 1.

3.
 If applicable, revise to provide information regarding median and mean values used for both the Public
Trading Multiples and the Selected Transaction analyses. In addition, address the growth rate used to estimate future period amounts.

RESPONSE:    We have revised the Registration Statement to disclose the median and mean values calculated in both
the Public Trading Multiples and the Selected Transaction analyses. See page 58-59 of Amendment No. 1. We have been advised by J.P. Morgan that future period amounts in the Public Trading Multiples and the Selected Transaction analyses are
based on publicly available estimates, so no growth rate was applied.

4.
 We note that the selected publicly traded companies engaged in businesses judged to be sufficiently
analogous to those engaged in by EnVen. Please revise to provide additional information about the criteria used to select these companies. In addition, disclose whether, and if so, why any companies meeting the selection criteria were excluded from
the analysis.

 RESPONSE:    We have revised the Registration Statement to disclose
the criteria used to select the companies for the Public Trading Multiples analysis. See page 58 of Amendment No. 1. We have been advised by J.P. Morgan that no companies meeting the selection criteria, except as otherwise disclosed in
Amendment No. 1, were excluded from the analysis.

 Selected Transaction Analysis, page 58

5.
 We note that the selected transactions were chosen because there are certain aspects of the transactions
that may be considered similar to the proposed Mergers. Please revise to provide information about the criteria used to select these transactions. In addition, disclose whether, and if so, why any transactions meeting the selection criteria were
excluded from the analysis.

 U.S. Securities and Exchange Commission

December 5, 2022

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 RESPONSE:    We have revised the Registration Statement to
disclose the criteria used to select the transactions for the Selected Transaction analysis. See page 59 of Amendment No. 1. We have been advised by J.P. Morgan that no transactions meeting the selection criteria were excluded from the
analysis.

 Opinion of EnVen’s Financial Advisor

Summary of Material Financial Analyses, page 67

6.
 Please revise to more clearly explain how the implied equity splits were used in the financial analyses
performed by Intrepid.

 RESPONSE:    We have revised the Registration Statement to
disclose additional information pertaining to the implied equity splits used. See page 72 of Amendment No. 1.

 Analysis

Comparable Public Company Implied Valuation Analysis, page 68

7.
 Please revise to provide information regarding the growth rates used for the Comparable Public Company
Implied Valuation analysis.

 RESPONSE:    We have been advised by Intrepid that the
Comparable Public Company Implied Valuation Analysis utilized, in the case of each comparable public company discussed therein, estimated 2023 EBITDA, average daily production and free cash flow derived from FactSet, Wall Street research and company
disclosure. Accordingly, we advise the Staff that other than to the extent implicit in such estimates, Intrepid has advised us that no growth rates were used by Intrepid in its analysis, and we have revised the Registration Statement to disclose
such fact. See page 70 of Amendment No. 1.

8.
 We note that publicly-traded offshore E&P companies deemed to have certain characteristics similar to
those of EnVen were selected for this analysis. Please revise to provide information about the criteria used to select these companies. In addition, disclose whether, and if so, why any companies meeting the selection criteria were excluded from the
analysis.

 RESPONSE:    We have revised the Registration Statement to clarify the
criteria used in Intrepid’s analysis. See page 70 of Amendment No. 1. We have been advised by Intrepid that no selected companies identified as meeting Intrepid’s selection criteria were excluded from its financial analyses.

Precedent Transactions Analysis, page 70

9.
 We note the selected comparable transactions chosen for this analysis. Please revise to provide
additional information about the criteria used to select these transactions. In addition, disclose whether, and if so, why any transactions meeting the selection criteria were excluded from the analysis.

 U.S. Securities and Exchange Commission

December 5, 2022

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 RESPONSE:    We have revised the Registration Statement to clarify
the criteria used in Intrepid’s analysis. We have been advised by Intrepid that no selected transactions identified as meeting Intrepid’s selection criteria, as so disclosed in the Registration Statement, were excluded from its financial
analyses. See page 71 of Amendment No. 1.

 Unaudited Pro Forma Condensed Combined Financial Statements

Note 2 - Preliminary Acquisition Accounting

Preliminary Estimated Purchase Price, page 148

10.
 Please add disclosure quantifying how the cash consideration was calculated. In this regard, we note
disclosure on page 141 explains how the cash portion of the consideration is to be determined.

RESPONSE:    We have revised the Registration Statement to add disclosure, within Note 2 to the unaudited pro forma
condensed combined financial statements set forth therein, quantifying how the cash consideration was calculated. See page 149 of Amendment No. 1.

11.
 Revise to use the most recent stock price at the time of filing as the value of the Talos Common Stock.
In addition, tell us how you determined that a 20% fluctuation in the market price of Talos Common Stock is reasonable in light of historical volatility.

RESPONSE:    We have revised the Registration Statement to use, as the value of the Talos Common Stock, the closing
price thereof on November 28, 2022, the most recent practicable date prior to the filing of Amendment No. 1. See page 149 of Amendment No. 1. We undertake to further update such stock price and the calculation date therefor in
future filings of the Registration Statement.

 We further advise that in determining that a 20% fluctuation in the market price of Talos
Common Stock is reasonable, we evaluated the recent volatility in the stock price of the Talos Common Stock and calculated a monthly volatility of approximately 20%. We believe the monthly volatility will remain relatively stable due to the
short-term outlook of crude oil prices. We note that the Talos Common Stock price has ranged from a low of $15.09 per share to a high of $22.30 per share from August 1, 2022 (the trading day following a Reuters published article stating that
Talos was in talks to acquire EnVen for approximately $1 billion, plus the assumption of $250 million of debt) through December 2, 2022.

Note 3 - Transaction Accounting Adjustments, page 149

12.
 Please revise to clarify the factors that resulted in a $447.9 million decrease to total property
and equipment, as reflected in pro forma adjustment (i)(a). As part of your revised disclosure, describe the assumptions made with regard to the acquired proved and unproved property costs.

RESPONSE:    We have revised the Registration Statement to add disclosure to pro forma adjustment (i)(a), within
Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements set forth therein, to clarify the factors that resulted in an overall downward adjustment to EnVen’s historical gross total property and equipment and to describe the
assumption made with regard to the acquired proved and unproved property costs. See page 151 of Amendment No. 1.

 U.S. Securities and Exchange Commission

December 5, 2022

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 Additionally, we further advise that there was an increase to EnVen’s historical net
total property and equipment balance after considering pro forma adjustment (g) within Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

13.
 Pro forma adjustments (n) and (o) state that Talos has sufficient federal net operating losses
available to offset the post-combination taxable income. Explain your basis for considering the effect of these net operating losses on a pro forma basis as a valuation allowance appears to have been recognized as of December 31, 2021 and
September 30, 2022.

 Also, clarify whether the tax effects of the pro forma adjustments have been calculated at the statutory
rates in effect during the periods for which the pro forma statements of income are presented per Rule 11-02(b)(5)(i) of Regulation S-X.

 RESPONSE:    We advise the Staff that we calculated current taxable income on a
combined basis and compared the combined income tax income to the net operating losses available to be utilized for the periods ended December 31, 2021 and September 30, 2022. Our deferred income tax assets and liabilities are recorded
related to net operating losses and deductible temporary differences between the book and tax basis of assets and liabilities. We maintained a valuation allowance related to federal, state and foreign deferred tax assets, as there is insufficient
positive evidence to overcome the substantial negative evidence of cumulative losses in each of the period ended December 31, 2021 and the period ended September 30, 2022.

We further advise that the tax effects of the pro forma adjustments have been calculated at statutory rates in effect during the period. There
is no change to the statutory rate at post combination. We have revised the Registration Statement to add such disclosure to pro forma adjustments (n) and (o), within Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements set
forth therein. See page 152 of Amendment No. 1.

 Material U.S. Federal Income Tax Consequences of the Mergers, page 155

14.
 We note your disclosure that it is a condition to the obligation of EnVen to complete the Mergers that
EnVen receives an opinion from Davis Polk (or other nationally recognized law firm reasonably acceptable to EnVen) to the effect that the First Merger and the Second Merger taken together are intended to qualify as a “reorganization” under
Section 368(a) of the Code. Insofar as this appears to be a waivable condition, please file an executed opinion of counsel before effectiveness even though the merger agreement is conditioned upon the receipt of a favorable tax opinion at
closing. Please also include an undertaking that the parties intend to recirculate and resolicit if the condition is waived and the change in tax consequences is material. Refer to Section III.D.3 of Staff Legal Bulletin 19 (October 14, 2011).

 U.S. Securities and Exchange Commission

December 5, 2022

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 RESPONSE:     We acknowledge the Staff’s comment and will
file an executed opinion of counsel as to the qualification of the First Merger and the Second Merger as a “reorganization” under Section 368(a) of the Code as an exhibit to the Registration Statement before effectiveness. For the
Staff’s information, the form of opinion that will be filed is included as Exhibit 8.1 to Amendment No. 1.

 In addition, we have
included in the Registration Statement an undertaking that the parties intend to recirculate and resolicit if the condition is waived and the change in tax consequences is material. See pages xxxv, 15 and 157 of Amendment No. 1.

Description of Talos Capital Stock

Exclusive Venue, page 162

15.
 We note your disclosure here that the A&R Charter identifies the Court of Chancery in the State of
Delaware as the exclusive forum for certain litigation and that this exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or other claim for which the federal
courts have exclusive jurisdiction. However, Article XII of the A&R Charter included as Annex G does not provide the carve outs for the Securities Act or the Exchange Act. We note also that Talos Energy’s
Form 10-K for the fiscal year ended December 31, 2021 discloses in a risk factor on page 63 your belief that the exclusive forum provision would apply to actions arising under the Securities Act
except in certain cases. Accordingly, please clarify if your “Forum Selection” provision does not apply to actions arising under the Securities Act or Exchange Act, and please also ensure that the exclusive forum provision in your A&R
Charter provides consistent disclosure, or tell us how you will inform investors in future filings of your “Forum Selection” provision’s applicability to any actions arising under the Securities Act or Exchange Act.

 RESPONSE:    We advise the Staff that the exclusive forum provision in the A&R
Charter will not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or other claim for which the federal courts have exclusive jurisdiction. We have revised Article XII of the A&R Charter to
clarify this point and have revised the disclosure on page 178 of Amendment No. 1. We have also inserted a Risk Factor highlighting the exclusive forum provision of the A&R Charter on
pages 41-42 of Amendment No. 1.

 We undertake to update our disclosure relating to the
exclusive forum provision of the A&R Charter in our future filings, contingent upon the approval of the A&R Charter Proposals.

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