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United States securities and exchange commission logo
December 12, 2022
Brian Cree
President and Chief Operating Officer
Vitesse Energy, Inc.
9200 E. Mineral Avenue, Suite 200
Centennial, Colorado 80112
Re:Vitesse Energy, Inc.
Amendment No. 1 to Registration Statement on Form 10-12B
Filed November 25, 2022
File No. 001-41546
Dear Brian Cree:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12B
Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Balance Sheet As of August 31, 2022, page 74
1.Please clarify for us why you have not given pro forma effect for the elimination of the
unit-based compensation liability in Other long-term liabilities, Redeemable Management
Incentive Units, and Members’ equity. In addition, your pro forma balance sheet appears
to require revision to include separate line items to reflect the issuance of Vitesse common
stock and additional paid-in capital as pro forma Spin Transaction Accounting
Adjustments, similar to the presentation in your capitalization table on page 67.
2.Expand your disclosure in pro forma adjustment (c) to clarify where you have accounted
for the removal of the members' equity of Vitesse Oil and issuance of Vitesse Energy
common stock as part of the Vitesse Oil acquisition in the pro forma balance sheet.

 FirstName LastNameBrian Cree
 Comapany NameVitesse Energy, Inc.
 December 12, 2022 Page 2
 FirstName LastNameBrian Cree
Vitesse Energy, Inc.
December 12, 2022
Page 2
Executive Compensation
Historical Compensation Paid or Awarded Under Vitesse Energy Plans and Arrangements, page
129
3.We note disclosure indicating that i) you will adopt an Employee Compensation Plan that
will provide for severance payments to eligible employees upon certain terminations of
employment, and that immediately following the Spin-Off, ii) Messrs. Gerrity, Cree and
Macosko will each receive an award of time-vested RSUs and iii) Messrs. Gerrity and
Cree will each receive payment of their earned but unpaid annual bonus for the fiscal year
2022. Please clarify for us why these items are not given pro forma effect in your pro
forma financial statements.
Certain Relationships and Related Party Transactions
Separation and Distribution Agreement, page 136
4.We note your response to prior comment 24 from our letter dated September 27, 2022 and
re-issue it in part.  We note the disclosure that under the Separation and Distribution
Agreement, you and Jefferies agree to provide cross-indemnification provisions
principally designed to place financial responsibility for the liabilities of your business
with you and financial responsibility for obligations and liabilities of Jefferies’ business
(other than your business) with Jefferies.  Please revise to expand your disclosure to
describe the material indemnification provisions under the Separation and Distribution
Agreement.

Transitional Equity Award Adjustment Plan, page 138
5.Please clarify for us how you will account for the equity awards being adjusted into equity
incentive awards pursuant to the Transitional Plan and whether or not these adjusted
awards have been given pro forma effect in your pro forma financial statements.
Other Transactions and Relationships with Related Persons, page 139
6.As it relates to the equity awards held by Brian Friedman, we note the following
disclosure: "However, all compensation expense relating to the adjustment to Jefferies
equity awards by issuance of Vitesse equity awards is borne by Jefferies and not by
Vitesse."  Please clarify the accounting for these awards and explain whether the financial
statements of Vitesse will consider the compensation expense for these adjusted awards.
As part of your response, tell us whether the awards have been given pro forma effect in
your pro forma financial statements.
7.We note new disclosure indicating that, in connection with the termination of the
Employee Participation Plan, Vitesse Energy expects to repurchase working interests from
EPP Participants. Please clarify for us why this repurchase is not given pro forma effect in
your pro forma financial statements.

 FirstName LastNameBrian Cree
 Comapany NameVitesse Energy, Inc.
 December 12, 2022 Page 3
 FirstName LastName
Brian Cree
Vitesse Energy, Inc.
December 12, 2022
Page 3
Recent Sales of Unregistered Securities, page 146
8.Please clarify for us why the transfer of Vitesse Energy MIUs and Vitesse Oil MIUs are
not given pro forma effect in your pro forma financial statements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Shannon
Buskirk, Staff Accountant, at 202-551-3717 if you have questions regarding comments on the
financial statements and related matters. Please contact Sandra Wall, Petroleum Engineer, at
202-551-4727 or John Hodgin, Petroleum Engineer at 202-551-3699 if you have questions
regarding the engineering comments. Please contact Timothy S. Levenberg, Special Counsel, at
202-551-3707 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Swidler, Esq. of Baker Botts LLP