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Vitesse Energy, Inc.

5619 DTC Parkway, Suite 700

Greenwood Village, Colorado
80111

(720) 361-2500

April 17, 2026

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Liz Packebusch

Re: Vitesse Energy, Inc.

Registration Statement on Form S-3

Filed April 10, 2026

File No. 333-294996

Dear Ms. Packebusch:

Vitesse Energy, Inc., a Delaware corporation (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-294996) be accelerated
under Rule 461 under the Securities Act of 1933, as amended, so that it is declared effective at 4:00 p.m., Eastern time, on April 21,
2026 or as soon thereafter as possible.

We request that we be notified of such effectiveness by a telephone
call to Brenda Lenahan of Vinson & Elkins L.L.P. at (212) 237-0133 and that such effectiveness also be confirmed in writing.

Thank you for your attention to this matter.

[Signature page follows]

  Very truly yours,

  VITESSE ENERGY, INC.

  By:
  /s/ James Henderson

  Name:
  James Henderson

  Title:
  Chief Financial Officer

 cc: Vinson & Elkins L.L.P.

Brenda Lenahan

Alex Lewis

Signature page to

Acceleration Request

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2026

James P. Henderson
Chief Financial Officer
Vitesse Energy, Inc.
5619 DTC Parkway, Suite 700
Greenwood Village, CO 80111

 Re: Vitesse Energy, Inc.
 Registration Statement on Form S-3
 Filed April 10, 2026
 File No. 333-294996
Dear James P. Henderson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Liz Packebusch at 202-551-8749 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Brenda Lenahan
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 16, 2024
James Henderson
Chief Financial Officer
Vitesse Energy, Inc.
9200 E. Mineral Avenue, Suite 200
Centennial, Colorado 80112
Re:Vitesse Energy, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 26, 2024
File No. 001-41546
Dear James Henderson:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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May 7, 2024

Steve Lo

Craig Arakawa

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:    Vitesse Energy, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Filed February 26, 2024

File No. 001-41546

Ladies and Gentlemen:

Set forth below are the responses of Vitesse Energy, Inc. (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission by letter dated May 6, 2024, with respect to Form 10-K for the fiscal year ended December 31, 2023, filed February 26, 2024 (File No. 001-41546).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Form 10-K for the Fiscal Year Ended December 31, 2023

Item 9A. Controls and Procedures

Management's Report on Internal Control Over Financial Reporting, page 70

1.    Considering you filed an annual report on Form 10-K for the year ended December 31, 2022 on February 16, 2023, please clarify why you did not provide management’s annual report on internal control over financial reporting in your Form 10-K for the year ended December 31, 2023. Alternatively, amend your Form 10-K for the year ended December 31, 2023 to include management’s annual report on internal control over financial reporting pursuant to Item 308 of Regulation S-K. To the extent you file an amendment, tell us the basis for your conclusion that your disclosure controls and procedures were effective as of December 31, 2023 when you failed to provide management’s annual report on internal control over financial reporting or revise your disclosure accordingly.

Vitesse Energy, Inc. • 9200 East Mineral Ave, Suite 200 • Centennial, CO 80112

RESPONSE:    The Company has filed an amendment to its annual report on Form 10-K for the year ended December 31, 2023 (the “Amended Report”) to include management’s annual report on internal control over financial reporting pursuant to Item 308 of Regulation S-K and to revise its disclosure regarding the effectiveness of its disclosure controls and procedures as of December 31, 2023.

Exhibits 31.1 and 31.2, page 73

2.    Please file amended certifications of your chief executive officer and chief financial officer to include paragraph 4(b) of the certifications required to comply with Item 601(b)(31) of Regulation S-K regarding the design of internal control over financial reporting.

RESPONSE:    The Company has filed amended certifications as Exhibits 31.1 and 31.2 to the Amended Report including paragraph 4(b) as required to comply with Item 601(b)(31) of Regulation S-K.

*    *    *    *    *

Vitesse Energy, Inc. • 9200 East Mineral Ave, Suite 200 • Centennial, CO 80112

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact James P. Henderson of Vitesse Energy, Inc. at (720) 532-8227 or Brenda Lenahan of Vinson & Elkins L.L.P. at (212) 237-0133.

Very truly yours,

VITESSE ENERGY INC.

By:

Name:    James P. Henderson

Title:    Chief Financial Officer

Enclosures

cc:    Brenda Lenahan, Vinson & Elkins L.L.P.

Vitesse Energy, Inc. • 9200 East Mineral Ave, Suite 200 • Centennial, CO 80112

United States securities and exchange commission logo
May 6, 2024
James Henderson
Chief Financial Officer
Vitesse Energy, Inc.
9200 E. Mineral Avenue, Suite 200
Centennial, Colorado 80112
Re:Vitesse Energy, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 26, 2024
File No. 001-41546
Dear James Henderson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 9A. Controls and Procedures
Management's Report on Internal Control Over Financial Reporting, page 70
1.Considering you filed an annual report on Form 10-K for the year ended December 31,
2022 on February 16, 2023, please clarify why you did not provide management’s annual
report on internal control over financial reporting in your Form 10-K for the year ended
December 31, 2023. Alternatively, amend your Form 10-K for the year ended December
31, 2023 to include management’s annual report on internal control over financial
reporting pursuant to Item 308 of Regulation S-K.  To the extent you file an amendment,
tell us the basis for your conclusion that your disclosure controls and procedures were
effective as of December 31, 2023 when you failed to provide management’s annual
report on internal control over financial reporting or revise your disclosure accordingly.
Exhibits 31.1 and 31.2, page 73
2.Please file amended certifications of your chief executive officer and chief financial

 FirstName LastNameJames Henderson
 Comapany NameVitesse Energy, Inc.
 May 6, 2024 Page 2
 FirstName LastName
James Henderson
Vitesse Energy, Inc.
May 6, 2024
Page 2
officer to include paragraph 4(b) of the certifications required to comply with Item
601(b)(31) of Regulation S-K regarding the design of internal control over financial
reporting.
            In closing, 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.
            Please contact Steve Lo at 202-551-3394 or Craig Arakawa at 202-551-3650 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Vitesse Energy, Inc.

9200 E. Mineral Avenue, Suite 200

Centennial, Colorado 80112

(720) 361-2500

February 13, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Claudia Rios

Re: Vitesse Energy, Inc.

 Form S-3 Registration Statement

 Filed February 2, 2024

 File No. 333-276821

Dear Ms. Rios:

Vitesse Energy, Inc., a Delaware corporation (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-276821) be accelerated under Rule 461 under the Securities Act of 1933, as amended, so that it is declared effective at 4:00 p.m., Eastern time, on February 14, 2024 or as soon thereafter as possible.

We request that we be notified of such effectiveness by a telephone call to Brenda Lenahan of Vinson & Elkins L.L.P. at (212) 237-0133 and that such effectiveness also be confirmed in writing.

Thank you for your attention to this matter.

[Signature page follows]

Very truly yours,

VITESSE ENERGY, INC.

By: /s/ James P. Henderson

Name: James P. Henderson

Title: Chief Financial Officer

cc: Vinson & Elkins L.L.P.

 Brenda Lenahan

 Alex Lewis

2

United States securities and exchange commission logo
February 9, 2024
James P. Henderson
Chief Financial Officer
Vitesse Energy, Inc.
9200 E. Mineral Avenue, Suite 200
Centennial, Colorado 80112
Re:Vitesse Energy, Inc.
Registration Statement on Form S-3
Filed February 1, 2024
File No. 333-276821
Dear James P. Henderson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brenda Lenahan, Esq.

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 VITESSE ENERGY, INC.

9200 E. Mineral Avenue, Suite 200

Centennial, Colorado 80112

(720) 361-2500

January 4, 2023

 BY EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Timothy Levenberg

Office of Energy & Transportation

Vitesse Energy, Inc.

Registration Statement on Form 10 (File No. 001-41546)

Dear Mr. Levenberg:

 In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, Vitesse Energy, Inc. hereby respectfully requests that the effective date of its Registration Statement on Form 10 (File No. 001-41546) (the “Registration Statement”) be accelerated by the U.S. Securities and Exchange Commission to 4:30 p.m., New York City time, on January 6, 2023, or as soon thereafter as
practicable.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the undersigned
at (720) 361-2500 or Michael Swidler of Baker Botts L.L.P. at (212) 408-2511.

Yours truly,

VITESSE ENERGY, INC.

 /s/ Brian Cree

Brian Cree

President

 cc: Michael Swidler, Baker Botts L.L.P.

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 VITESSE ENERGY, INC.

9200 E. Mineral Avenue, Suite 200

Centennial, Colorado 80112

(720) 361-2500

December 28, 2022

 BY EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Timothy Levenberg

Office of Energy & Transportation

Re:
 Vitesse Energy, Inc.

Amendment No. 2 to Registration Statement on Form 10-12B

Filed December 19, 2022

File No. 001-41546

Ladies and Gentlemen:

 Set forth below are the
responses of Vitesse Energy, Inc. (“we,” “our” or the “Company”) to (i) the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), provided in the Commission’s letter dated on December 27, 2022, and (ii) the oral comments received from the Staff via telephone call on December 27, 2022, in each case
with respect to the Company’s Amendment No. 2 to Registration Statement on Form 10-12B, filed with the Commission on December 19, 2022. We are filing this response letter via EDGAR.

In connection with this response letter, the Company has filed Amendment No. 3 to Registration Statement on Form 10-12B (the “Registration Statement”) with the Commission today via EDGAR. The changes reflected in the Registration Statement include those made in response to the Staff’s comments.

For your convenience, we have summarized below in bold type each of the Staff’s comments. The Company’s response to each comment is
set forth immediately below the text of each comment. Unless otherwise specified, all page numbers in the Company’s responses below correspond to pages of the preliminary information statement filed as Exhibit 99.1 to the Registration
Statement. Terms not otherwise defined in this response letter have the meaning set forth in the Registration Statement.

 Amendment No. 2 to Registration Statement on Form 10-12B

 Unaudited Pro Forma Condensed Combined Statement of Operations, page 73

1.
 We are unable to recalculate the basic and diluted earnings per common unit/share in your pro forma
statements of operation on pages 73 and 75. Please revise the amounts or provide the basis for each calculation.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 73, 75 and 77 to separately calculate
basic and diluted earnings per common share and provide disclosure regarding the number of shares outstanding used for each calculation.

 Balance
Sheet as of August 5, 2022, page F-3

2.
 Please update the balance sheet of Vitesse Energy, Inc. as of a more recent date. Refer to Rule 3-01(a) of Regulation S-X.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages
F-2, F-3 and F-4 to update the balance sheet date of Vitesse Energy, Inc. to August 31, 2022 and to provide a related audit
opinion.

 In addition to the written comments above, the Company received the following oral comments from the Staff.

1.
 Please indicate the Company’s intentions regarding updated disclosure for Item 402 of Regulation S-K, executive compensation, and Item 407(e)(4) of Regulation S-K, compensation committee interlocks, in light of the Company’s new December 31 fiscal year end.

 RESPONSE: In response to the Staff’s oral comment, the Company has revised the disclosure on pages 125,
129, 130 and 131 to reflect the compensation earned by its named executive officers for the year ended December 31, 2022 and for the one-month transition period from December 1, 2021 to
December 31, 2021 and to provide information concerning the determination process for such compensation.

2.
 On page 11 of the Information Statement, the Company states: “In preparation for the Spin-Off, on November 30, 2022, the Vitesse Board resolved to change Vitesse’s fiscal year end from November 30 (the fiscal year end of Jefferies) to December 31.” Please provide revised language
to make clear that on November 30 the Company actually changed the fiscal year end to December 31.

RESPONSE: In response to the Staff’s oral comment, the Company has revised the disclosure on page 11 to make clear that the Company
changed their fiscal year end from November 30 to December 31.

 2

 * * * * *

If you have any questions or comments with respect to the foregoing or if any additional supplemental information is required by the Staff,
please do not hesitate to contact the undersigned at (720) 361-2500 or Michael Swidler of Baker Botts L.L.P. at (212) 408-2511.

Yours truly,

VITESSE ENERGY, INC.

/s/ Brian Cree

Brian Cree

President

 cc: Michael Swidler, Baker Botts L.L.P.

 3

United States securities and exchange commission logo
December 27, 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. 3 to Registration Statement on Form 10-12B
Filed December 19, 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 to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form 10-12B
Unaudited Pro Forma Condensed Combined Statement of Operations, page 73
1.We are unable to recalculate the basic and diluted earnings per common unit/share in your
pro forma statements of operation on pages 73 and 75.  Please revise the amounts or
provide the basis for each calculation.
Balance Sheet as of August 5, 2022, page F-3
2.Please update the balance sheet of Vitesse Energy, Inc. as of a more recent date. Refer to
Rule 3-01(a) of Regulation S-X.
            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.

 FirstName LastNameBrian Cree
 Comapany NameVitesse Energy, Inc.
 December 27, 2022 Page 2
 FirstName LastName
Brian Cree
Vitesse Energy, Inc.
December 27, 2022
Page 2
            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, 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

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 VITESSE ENERGY, INC.

9200 E. Mineral Avenue, Suite 200

Centennial, Colorado 80112

(720) 361-2500

December 19, 2022

 BY EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:
 Timothy Levenberg

Office of Energy & Transportation

Re:
 Vitesse Energy, Inc.

Amendment No. 1 to Registration Statement on Form 10-12B

Filed November 25, 2022

CIK No. 0001944558

 Ladies and
Gentlemen:

 Set forth below are the responses of Vitesse Energy, Inc. (“we,” “our” or the
“Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), provided in the Commission’s letter
dated on December 12, 2022 with respect to the Company’s Amendment No. 1 to Registration Statement on Form 10-12B, filed with the Commission on November 25, 2022. We are filing this
response letter via EDGAR.

 In connection with this response letter, the Company has filed Amendment No. 2 to Registration Statement
on Form 10-12B (the “Registration Statement”) with the Commission today via EDGAR. The changes reflected in the Registration Statement include those made in response to the Staff’s
comments.

 For your convenience, we have summarized below in bold type each of the Staff’s comments. The Company’s response to
each comment is set forth immediately below the text of each comment. Unless otherwise specified, all page numbers in the Company’s responses below correspond to pages of the preliminary information statement filed as Exhibit 99.1 to the
Registration Statement. Terms not otherwise defined in this response letter have the meaning set forth in the Registration Statement.

 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.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 74 and 77 to add new Note f)
describing the elimination of unit-based compensation liability included in Other long-term liabilities, Redeemable Management Incentive Units and Members’ equity. In addition, line items for common stock and additional paid-in capital were added to the pro forma balance sheet.

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.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 74 and 77 to reflect the removal of
the members’ equity of Vitesse Oil and issuance of common stock as part of the Vitesse Oil acquisition on the pro forma balance sheet. Note c) was expanded and added to the effected line items on the pro forma balance sheet.

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.

 RESPONSE: In response to the Staff’s comment ii), the Company has revised the disclosure on pages 73, 75
and 77 to add new Note g) reflecting the issuance of time-vested RSUs in the pro forma financial statements. In response to the Staff’s comment i), the severance policy under the Employee Compensation Plan (which is now being referred to
as the Employee Severance Plan) will have no impact on the pro forma financial statements. In response to the Staff’s comment iii), the unpaid annual bonus for the fiscal year 2022 has already been reflected in historical financial statements
and would have no impact on the pro forma financial statements with respect to the Spin-Off.

 2

 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.

 RESPONSE: In response to
the Staff’s comment, the Company has expanded the disclosure on pages 137-38 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.

RESPONSE: The equity awards being adjusted into equity incentive awards pursuant to the Transitional Plan will result in no compensation
expense within the Company’s financial statements and will have no impact to the major captions of the financial statements of the Company. Accordingly, no pro forma effect for the adjustments to the incentive awards subject to the Transitional
Plan have been reflected in the pro forma financial statements.

 To provide additional clarification as requested by the Staff, the
Transitional Plan relates to certain compensatory equity awards granted by Jefferies Financial Group Inc. (“Jefferies”) to certain of its employees and members of its board of directors under various incentive compensation plans.
The Transitional Plan does not relate to any employees of the Company, and no awards under the various incentive plans of Jefferies have been granted to Company employees.

The Jefferies incentive awards are equity classified and are within the scope of ASC 718, Compensation-Stock Compensation. In accordance
with the definition of an equity restructuring in ASC 718-20, a spin-off constitutes an equity restructuring, and changes to equity instruments within the scope of ASC
718 as a result of an equity restructuring represent modifications. Therefore, under ASC 718 the Jefferies incentive awards as noted within the Transitional Plan will be deemed to be modified at the time of the
Spin-Off. These awards include a nondiscretionary anti-dilution provision that requires Jefferies to make the holders of the incentive awards whole in the event of a
spin-off.

 3

 The application of the non-discretionary
anti-dilution provision will result in the issuance of Company stock option awards, Company restricted stock unit awards, and Company performance stock unit awards to existing employees and members of the board of directors of Jefferies that have
provided services to Jefferies and, for some awards, will be required to continue to provide services to Jefferies after the Spin-Off, to earn the awards. While no explicit guidance appears in ASC 718 on the
accounting for a modification in a spin-off transaction, the remaining compensation cost in the Spin-Off related to the Jefferies incentive awards (and the incremental
compensation cost associated with the modified awards, if any) should properly be recognized by Jefferies as the employees and members of the board of directors of Jefferies are providing services to Jefferies to earn the portion of the incentive
awards for which expense has not yet been recognized.

 This approach was supported by the FASB at its September 1, 2004 meeting when
it reached the following conclusion about spin-off transactions:

 In connection with a spinoff
transaction and as a result of the related modification, employees of the former parent may receive unvested equity instruments of the former subsidiary, or employees of the former subsidiary may retain unvested equity instruments of the former
parent. The Board decided that, based on the current accounting model for spinoff transactions, the former parent and former subsidiary should recognize compensation cost related to the unvested modified awards for those employees that provide
service to each respective entity. For example, if an employee of the former subsidiary retains unvested equity instruments of the former parent, the former subsidiary would recognize in its financial statements the remaining unrecognized
compensation cost pertaining to those instruments. In those cases, the former parent would recognize no compensation cost related to its unvested equity instruments held by those former employees that subsequent to the spinoff provide services
solely to the former subsidiary. [Emphasis added]

 While this guidance was not included in FASB Statement No. 123(R) as issued, the
rationale for the FASB’s conclusion above remains appropriate and is consistent with the accounting model prior to FASB Statement No. 123(R) referenced by the Board above.1

In summary, the awards modified in conjunction with the Spin-Off transaction as a result of a
nondiscretionary anti-dilution provision that required Jefferies to make the employees and members of the board of directors whole through obtaining awards of the Company’s stock should properly continue to be accounted for as compensation
within Jefferies’ financial statements because (1) the changes made to the awards were a direct result of a spin-off, (2) the modification was required to make the employees and members of the
board of directors of Jefferies whole such that they remained in substantially the same position as before the Spin-Off and (3) no modifications resulting in incremental fair value were made to the awards
besides being granted using the Company’s stock.

1
 FASB Interpretation 44, Accounting for Certain Transactions involving Stock Compensation—an interpretation
of APB Opinion No. 25, issued in March of 2000.

 4

 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.

RESPONSE: In response to the Staff’s comment, the Company directs the Staff to our response to comment 5 immediately above. The
equity awards held by Brian Freidman referred to on page 141 are subject to the Transitional Plan discussed on page 140. As we note above, the adjustments to the Jefferies incentive awards will have no impact to the major captions of the financial
statements of the Company, and accordingly no pro forma effect for the adjustments to the Jefferies incentive awards have been reflected in the 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.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 74 and 77 to add Note h) disclosing
that as of November 30, 2022 we have terminated the Employee Participation Plan and reflecting the impact on the pro forma balance sheet. Please note that the impact on the pro forma statements of operations was deemed to be immaterial.

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.

 RESPONSE: In response to the Staff’s comment and as noted
in the response to comments 1 and 3 above, the Company has revised the disclosure on pages 74 and 77 to add Note f) describing the elimination of the unit-based compensation liability and Redeemable Management Incentive Units which relate to the
Vitesse Energy MIUs. The Vitesse Oil MIUs had no value in the historical financial statements of Vitesse Oil and are expected to have no value when settled as part of the
Pre-Spin-Off Transactions. As a result, the Company has also revised the Registration Statement to remove references to the exchange of Vitesse Oil MIUs for shares of
the Company’s common stock.

 5

 * * * * *

If you have any questions or comments with respect to the foregoing or if any additional supplemental information is required by the Staff,
please do not hesitate to contact the undersigned at (720) 361-2500 or Michael Swidler of Baker Botts L.L.P. at (212) 408-2511.

 Yours truly,

 VITESSE ENERGY, INC.

 /s/ Brian Cree

 Brian Cree

 President

 cc: Michael Swidler, Baker Botts L.L.P.

 6

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

CORRESP
1
filename1.htm

CORRESP

 VITESSE ENERGY, INC.

9200 E. Mineral Avenue, Suite 200

Centennial, Colorado 80112

(720) 361-2500

November 25, 2022

 BY EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:

Timothy Levenberg

Office of Energy & Transportation

Re:

Vitesse Energy, Inc.

Amendment No. 1 to Draft Registration Statement on Form 10-12B

Submitted October 12, 2022

CIK No. 0001944558

 Ladies and Gentlemen:

Set forth below are the responses of Vitesse Energy, Inc. (“we,” “our” or the “Company”) to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), provided in the Commission’s letter dated on October 28, 2022 with respect to the
Company’s Amendment No. 1 to Draft Registration Statement on Form 10-12B, confidentially submitted to the Commission on October 12, 2022. We are filing this response letter via EDGAR.

In connection with this response letter, the Company has filed Amendment No. 1 to Registration Statement on Form 10-12B (the “Registration Statement”) with the Commission today via EDGAR. The changes reflected in the Registration Statement include those made in response to the Staff’s comments.

For your convenience, we have summarized below in bold type each of the Staff’s comments. The Company’s response to each comment is
set forth immediately below the text of each comment. Unless otherwise specified, all page numbers in the Company’s responses below correspond to pages of the preliminary information statement filed as Exhibit 99.1 to the Registration
Statement. Terms not otherwise defined in this response letter have the meaning set forth in the Registration Statement.

 Amendment No. 1 to Draft Registration Statement on Form
10-12B

 Risk Factors

We could have an indemnification obligation to Jefferies in certain circumstances, page 27

1.
 We note your response to prior comment 25 and reissue it in part. You state that the Distribution itself
does not give rise to a change in beneficial ownership, and public trading of the stock of Jefferies or Vitesse by small stockholders does not give rise to a change in beneficial ownership, “but many other transactions could do so.” Please
revise to describe these “other transactions” and provide the pertinent ownership levels for purposes of the analysis related to a 50% or more ownership change so that investors can better assess the risk. If you cannot provide such
information, please explain.

 RESPONSE: In response to the Staff’s comment, the Company has revised the
disclosure on page 27 by adding various examples of transactions that could give rise to a change in beneficial ownership, such as acquisitions by the Company or Jefferies using its own stock, the merger or consolidation of the Company or Jefferies
with or into another company, redemptions, recapitalizations, stock dividends, and sales or issuances of stock. We note in our revision that the list is non-exhaustive. We have not indicated the pertinent
ownership level for purpose of the analysis related to a 50% ownership change. We do not believe this to be a material fact to investors because it is expected that the Company will take a conservative approach with respect to any relevant
transactions to ensure that Section 355(e) of the Internal Revenue Code (the “Code”) is not triggered. Accordingly, regardless of the current percentage, we expect the Company will act as necessary to keep changes in beneficial
ownership below the relevant threshold. In this manner, the current percent is mainly a factor that will inform the Company’s future transactional planning (as is discussed in the risk factor titled “We intend to agree to numerous
restrictions to preserve the non-recognition treatment of the Distribution, which may reduce our strategic and operating flexibility”), rather than a number that, on its own, impacts the risk of
Section 355(e) of the Code being triggered.

 Conditions to the Spin-Off, page 64

2.
 We note the revised disclosure you provided in response to prior comment 5, stating only that with such a
waiver “there would be less comfort that the intended tax-free treatment of the Distribution will be respected.” Further revise to disclose, if true, (1) that waiver of the receipt of either the
IRS Ruling or the written opinion of Morgan, Lewis & Bockius LLP would in fact be deemed to be material to Jefferies shareholders, and (2) that therefore such waiver would result in your amending the registration statement or filing a
Form 8-K (depending on the timing of the waiver).

 RESPONSE: In
response to the Staff’s comment, the Company has revised the disclosure on pages 15, 22-23 and 65 to indicate that such waiver would be deemed to be material to Jefferies shareholders, and therefore that
Jefferies would communicate such change to shareholders by, depending on the timing of the waiver, either filing an amendment to the Registration Statement or filing a Current Report on Form 8-K describing the
change.

 2

 Dividend Policy, page 64

3.
 Although you suggest that the payment of dividends is discretionary, you state unequivocally your intention
to pay quarterly cash dividends and you quantify in this section and at page 84 the amount you expect to pay at an approximate annual amount. If you retain such disclosures, provide a basis for stating your intention to make dividend payments
considering that you do not expect to adopt a formal dividend policy and include detailed disclosure to show your historical ability to pay dividends at this anticipated amount.

RESPONSE: In response to the Staff’s comment, the Company has expanded the disclosure on pages 25 and 66.

4.
 You refer here to “covenants associated with certain of our debt service obligations” and at page
46 you disclose that your new revolving credit facility “and any future indebtedness we incur may contain a number of restrictive covenants that will impose operating and financial restrictions on us, including restrictions on our ability to,
among other things: declare or pay any dividend....” Please revise to describe the restrictions on your ability to declare or pay any dividend under your material agreements and disclose whether such limitations would have had any impact on
your ability to pay dividends had such limitations been in effect during your last fiscal year.

 RESPONSE: In
response to the Staff’s comment, the Company has expanded the disclosure on pages 10-11, 32, 46-48, 66, 116 and 141-42 to
describe the restrictive covenants on dividends under our Existing Revolving Credit Facility and how the restrictions currently in place have not impacted our ability to pay dividends. With respect to restrictions on the ability to pay dividends,
including pursuant to our Existing Revolving Credit Facility, we note that the Company has no unconsolidated subsidiaries, and there are no restrictions on the ability of consolidated subsidiaries to transfer assets to Vitesse. We expect that the
dividend restrictions under our New Revolving Credit Facility will be no less favorable than those in our Existing Revolving Credit Facility, including in respect of the ability of our consolidated subsidiaries to transfer assets to Vitesse. We have
provided a description of the expected terms of the New Revolving Credit Facility in the Registration Statement and also filed a form of the New Revolving Credit Facility as an exhibit to the Registration Statement.

Supplemental Oil and Gas Information (Unaudited)

 Oil
and Natural Gas Reserve Data, page F-39

5.
 We note your response to prior comment 30; however, the downward revision of (7.4) MMBoe related to the
removal of undeveloped drilling locations due to a slower recovery of rig activity than expected in the explanation on page F-40 appears to be inconsistent with the comparable net change of (6,875) MBoe in the
explanation on pages 79 and 89 for the year ended November 30, 2021. We also note the arithmetic summation of the individual changes related to revisions in the total net quantities of proved reserves in the explanation on page F-40 appears to be inconsistent with the overall downward change of (3.7) MMBoe for the year ended November 30, 2021. Please revise your disclosure to resolve these inconsistencies or tell us why a revision is
not needed.

 3

 RESPONSE: In response to the Staff’s comment, the Company has revised the
disclosure on page F-40 to correct the error noted by the Staff.

 Exhibits

6.
 We note your response to prior comment 36 indicating the prior reserves report inadvertently stated that a
reserve category of PDNP was applied to drilled uncompleted horizontal wells, which was incorrect, and was revised to state that a reserve category of PDNP was applied to certain drilled horizontal wells. In this regard, we note the revised reserves
report filed as Exhibit 99.2 includes approximately $16.0 million in future development costs (“investments”) relating to the PDNP reserves shown in the report. Please explain to us in reasonable detail the nature of these costs and
the related activities to be performed. Also explain to us how you considered the magnitude of such costs on a per well basis compared to the cost of a new well in classifying your PDNP reserves as proved developed reserves rather than as
undeveloped reserves. Refer to the definitions in Rule 4-10(a)(6)(i) and (a)(31) of Regulation S-X in preparing your response.

RESPONSE: The $16.0 million in “investments” relating to the PDNP reserves shown in the reserves report represent
estimated remaining capital costs for which we have not yet been billed by operators. As a non-operated working interest owner, we typically are billed forty-five to ninety days after the development cost has
been incurred by the operator, which means we have limited access to real-time cost data. As a result, to properly reflect remaining capital costs in the reserves report and not overstate future net cash flows, we include an estimate of our
remaining unbilled investments even though our analysis indicates that the wells are substantially complete.

 To further clarify, our
approach to promoting wells from PUD to PDNP as a non-operated working interest owner includes analysis of projected cost data, field-level well activity reports and other information from our operators and
information received from state regulatory agencies. Based on this analysis, either a majority of the costs had been incurred by operators or we were in possession of well reports indicating that well work was substantially complete for 3.59 of the
4.59 net PDNP wells included in our 2021 reserves report. Those 3.59 net wells accounted for 85% of the PV-10 of the PDNP value as of November 30, 2021. The balance of the PDNP category was established
based primarily on historical spud to first production data.

 4

 * * * * *

If you have any questions or comments with respect to the foregoing or if any additional supplemental information is required by the Staff,
please do not hesitate to contact the undersigned at (720) 361-2500 or Michael Swidler of Baker Botts L.L.P. at (212) 408-2511.

Yours truly,

VITESSE ENERGY, INC.

/s/ Brian Cree

Brian Cree

President

cc:
 Michael Swidler, Baker Botts L.L.P.

 5

United States securities and exchange commission logo
October 28, 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 Draft Registration Statement on Form 10-12B
Submitted October 12, 2022
CIK No. 0001944558
Dear Brian Cree:
            We have reviewed your amended draft registration statement 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 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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form 10-12B
Risk Factors
We could have an indemnification obligation to Jefferies in certain circumstances, page 27
1.We note your response to prior comment 25 and reissue it in part.  You state that the
Distribution itself does not give rise to a change in beneficial ownership, and public
trading of the stock of Jefferies or Vitesse by small stockholders does not give rise to a
change in beneficial ownership, "but many other transactions could do so."  Please revise
to describe these "other transactions" and provide the pertinent ownership levels for
purposes of the analysis related to a 50% or more ownership change so that investors can
better assess the risk.  If you cannot provide such information, please explain.

 FirstName LastNameBrian Cree
 Comapany NameVitesse Energy, Inc.
 October 28, 2022 Page 2
 FirstName LastNameBrian Cree
Vitesse Energy, Inc.
October 28, 2022
Page 2
Conditions to the Spin-Off, page 64
2.We note the revised disclosure you provided in response to prior comment 5, stating
only that with such a waiver "there would be less comfort that the intended tax-free
treatment of the Distribution will be respected."  Further revise to disclose, if true, (1) that
waiver of the receipt of either the IRS Ruling or the written opinion of Morgan, Lewis
& Bockius LLP would in fact be deemed to be material to Jefferies shareholders, and (2)
that therefore such waiver would result in your amending the registration statement or
filing a Form 8-K (depending on the timing of the waiver).
Dividend Policy, page 64
3.Although you suggest that the payment of dividends is discretionary, you state
unequivocally your intention to pay quarterly cash dividends and you quantify in this
section and at page 84 the amount you expect to pay at an approximate annual amount.  If
you retain such disclosures, provide a basis for stating your intention to make dividend
payments considering that you do not expect to adopt a formal dividend policy and
include detailed disclosure to show your historical ability to pay dividends at this
anticipated amount.
4.You refer here to "covenants associated with certain of our debt service obligations" and
at page 46 you disclose that your new revolving credit facility "and any future
indebtedness we incur may contain a number of restrictive covenants that will impose
operating and financial restrictions on us, including restrictions on our ability to, among
other things: declare or pay any dividend...."  Please revise to describe the restrictions on
your ability to declare or pay any dividend under your material agreements and disclose
whether such limitations would have had any impact on your ability to pay dividends had
such limitations been in effect during your last fiscal year.
Supplemental Oil and Gas Information (Unaudited)
Oil and Natural Gas Reserve Data, page F-39
5.We note your response to prior comment 30; however, the downward revision of (7.4)
MMBoe related to the removal of undeveloped drilling locations due to a slower recovery
of rig activity than expected in the explanation on page F-40 appears to be inconsistent
with the comparable net change of (6,875) MBoe in the explanation on pages 79 and 89
for the year ended November 30, 2021. We also note the arithmetic summation of the
individual changes related to revisions in the total net quantities of proved reserves in the
explanation on page F-40 appears to be inconsistent with the overall downward change of
(3.7) MMBoe for the year ended November 30, 2021. Please revise your disclosure to
resolve these inconsistencies or tell us why a revision is not needed.

 FirstName LastNameBrian Cree
 Comapany NameVitesse Energy, Inc.
 October 28, 2022 Page 3
 FirstName LastName
Brian Cree
Vitesse Energy, Inc.
October 28, 2022
Page 3
Exhibits
6.We note your response to prior comment 36 indicating the prior reserves report
inadvertently stated that a reserve category of PDNP was applied to drilled uncompleted
horizontal wells, which was incorrect, and was revised to state that a reserve category of
PDNP was applied to certain drilled horizontal wells. In this regard, we note the revised
reserves report filed as Exhibit 99.2 includes approximately $16.0 million in future
development costs (“investments”) relating to the PDNP reserves shown in the report.
Please explain to us in reasonable detail the nature of these costs and the related activities
to be performed. Also explain to us how you considered the magnitude of such costs on a
per well basis compared to the cost of a new well in classifying your PDNP reserves as
proved developed reserves rather than as undeveloped reserves. Refer to the definitions in
Rule 4-10(a)(6)(i) and (a)(31) of Regulation S-X in preparing your response.
            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

United States securities and exchange commission logo
September 27, 2022
Brian Cree
President and Chief Operating Officer
Vitesse Energy, Inc.
9200 E. Mineral Avenue, Suite 200
Centennial, Colorado 80112
Re:Vitesse Energy, Inc.
Draft Registration Statement on Form 10-12B
Submitted August 30, 2022
CIK No. 0001944558
Dear Mr. Cree:
            We have reviewed your draft registration statement 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 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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, all of the following comments and page references relate
to the information statement provided as exhibit 99.1.
Draft Registration Statement on Form 10-12B
Summary
Our Business Strategy, page 3
1.You refer to cash distribution payments during 2019, 2020 and 2021.  However, we were
unable to locate the amount for 2020 here.  Please revise.
2.We note the disclosure that you "are committed to ESG initiatives and seek a culture of
improvement in ESG practices."  You further state that to help strengthen your ESG
performance, you have "implemented compensation practices focused on value creation
and aligned with stockholder interests."  Revise to provide context for this statement by

 FirstName LastNameBrian Cree
 Comapany NameVitesse Energy, Inc.
 September 27, 2022 Page 2
 FirstName LastNameBrian Cree
Vitesse Energy, Inc.
September 27, 2022
Page 2
substantiating and explaining how your compensation practices strengthen your ESG
performance.
Risk Factors, page 25
3.Please tell us what consideration you have given to including a risk factor regarding your
recent net loss.
Inflation could adversely impact our ability to control our costs, including the operating expenses
and capital costs of our operators, page 42
4.You state that inflation could increase your costs and that you might be unable to recover
higher costs through higher oil and natural gas prices and revenues.  In addition, we note
your discussion at page 114 that in 2022 you expect higher costs for materials, services,
and personnel.  Please update this risk factor and MD&A if recent inflationary
pressures have materially impacted your operations.  In this regard, identify the types of
inflationary pressures you are facing and how your business has been affected.  Also,
please update your disclosure to identify actions planned or taken, if any, to mitigate
inflationary pressures.
Conditions to the Spin-Off, page 62
5.We note the question at page 16 "Q: What are the material U.S. federal income tax
consequences to me of the Distribution?" and your response indicating that the referenced
ruling and opinion are conditions to the completion of the Distribution.  Please revise the
discussion which follows in the first paragraph after the bulleted list of conditions at pages
15 and 63 to clarify whether waiver of the receipt of either the IRS Ruling or the written
opinion of Morgan, Lewis & Bockius LLP may be waived and discuss any material
consequences of such waivers.  To the extent that a material condition (including but not
limited to the tax opinions) is waived or changed, please tell us how the parties intend to
communicate such waiver or change to shareholders.
Unaudited Pro Forma Condensed Combined Financial Statements
Basis of Presentation, page 74
6.The figure for the standardized measure of $601,613 for VE Historical shown on pages
77, 85 and F-41 appears to be inconsistent with the comparable figure of $602,934 shown
on page 79 and in the reserves report filed as Exhibit 99.2. Please revise the disclosure to
resolve this inconsistency or tell us why a revision is not needed.
7.We note your description in the submission of pre-spin-off transactions, which appear to
result in elimination of all Members’ Equity and Redeemable Management Incentive
Units. In addition, we note disclosure on page 31 that “Prior to completion of the Spin-
Off, we expect to approve an equity incentive plan that will provide for the grant of
equity-based awards to our directors, officers and other employees, including equity
grants that are expected to be made upon completion of the Spin-Off.” Please tell us why

 FirstName LastNameBrian Cree
 Comapany NameVitesse Energy, Inc.
 September 27, 2022 Page 3
 FirstName LastNameBrian Cree
Vitesse Energy, Inc.
September 27, 2022
Page 3
these transactions are not reflected in your pro forma presentation.
Note 1. VO Transaction, page 74
8.The annual footnotes to the financial statements of Vitesse Energy, LLC state that prior to
the spin off transaction, Vitesse Energy, LLC is owned 97.5% by affiliates of Jefferies
Financial Group and 2.5% by 3B Energy, an entity owned by Bob Gerrity and Brian
Cree. Within the definitions on page v, Vitesse Oil, LLC appears to be owned in the
majority by Jefferies Capital Partners and in the minority by Gerrity Bakken, an entity
owned by Bob Gerrity.  Based on the current equity ownership of Vitesse Energy, LLC
and Vitesse Oil, LLC prior to the spin off, please explain and provide detailed support for
your conclusions as to whether these entities are under common control.  In your
response, support your accounting for the VO Transaction as a business combination
under the acquisition method of accounting in accordance with FASB ASC 805.
9.On a related matter, please explain the relationship between Vitesse Oil, LLC and Vitesse
Oil, Inc.  We note your disclosure on page F-25 that Vitesse Oil, Inc. is a consolidated
subsidiary of Vitesse Energy, LLC.
Note 2. Pre-Spin-Off Transactions, page 74
10.We note you have not recorded pro forma adjustments related to the New Revolving
Credit Facility because it is expected to be similar in aggregate size to the Existing
Revolving Credit Facility.  However, disclose whether pro forma adjustments are required
to reflect interest expense under the anticipated interest rate of the New Revolving Credit
Facility as compared to the interest expense recorded under the Existing Revolving Credit
Facility and Vitesse Oil Revolving Credit Facility.
11.Please revise to make clear that the estimated transaction costs reflected by pro forma
adjustment 2(e) will not recur in the income of the registrant beyond 12 months after the
transaction. Refer to Rule 11-02(a)(11)(i) of Regulation S-X.
Note 3. Income Taxes, page 75
12.Please revise your explanation in pro forma adjustment 3(g) to explain the nature of the
pro forma adjustments that resulted in the $61.9 million increase to the net deferred tax
liability.
Business
Our Company, page 78
13.Please expand the disclosure in footnote (3) to the tables on pages 79 and 85 to provide
the nearest GAAP measure to PV-10. Refer to Question 102.10 of the Compliance
& Disclosure Interpretations regarding Non-GAAP Financial Measures. Additionally,
please revise the PV-10 amounts disclosed in the table on page 79 or tell us why they are
inconsistent with the reconciliation of PV-10 on page 69.

 FirstName LastNameBrian Cree
 Comapany NameVitesse Energy, Inc.
 September 27, 2022 Page 4
 FirstName LastNameBrian Cree
Vitesse Energy, Inc.
September 27, 2022
Page 4
14.Please revise your disclosure to remove estimates based on the arithmetic summation of
information relating to the individual estimates from proved, probable and/or possible
reserve categories, such the disclosure on page 80 of 160,000 MBoe of incremental
reserves attributed to drilling locations not currently classified as proved and the
disclosure on page 38 that approximately 7.4% of your estimated net proved, probable and
possible reserves volumes were classified as proved undeveloped.

Additionally, please remove references to estimates of probable and possible reserves not
disclosed in your filing or in Exhibit 99.2, such as the disclosure on page 7 that your
estimated proved, probable and possible reserves may prove to be inaccurate and the
disclosure on page 35 that your estimated proved, probable and possible reserves are
based on many assumptions that may prove to be inaccurate.

For additional guidance on these issues, please refer to Question 105.01 in our
Compliance and Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules and
Item 1202(a)(1) of Regulation S-K.
Reserves
Proved Undeveloped Reserves, page 86
15.Please expand your narrative explanations of the changes in proved undeveloped reserves
to reconcile the overall change for each line by separately identifying and quantifying
each contributing factor, including offsetting factors, so that the changes in net proved
undeveloped reserves between periods are fully reconciled and explained. In particular,
disclosure relating to revisions in previous estimates should identify such individual
underlying factors as changes caused by economic factors such as costs and commodity
prices, well performance, uneconomic proved undeveloped locations, changes resulting
from the removal of proved undeveloped locations due to changes in a previously adopted
development plan, and locations removed that will not be converted to developed status
within five years of initial disclosure as proved undeveloped reeserves. Refer to the
disclosure requirements in Item 1203(b) of Regulation S-K.

We also note various inconsistencies in the disclosure of the net quantities and the
explanations for the revisions to the previous estimates of your proved undeveloped
reserves throughout your filing. For example, the disclosure on page 86 indicates a
downward revision of 6,875 MBoe related to reducing the number of undeveloped drilling
locations due to a slower than expected recovery of rig activity in the Williston Basin;
however, the disclosure on page 76 indicates a downward revision of 7,399 MBoe for the
same reason. Furthermore, the disclosure on page F-40 indicates a downward revision of
7.4 MMBoe related to the removal of undeveloped drilling locations due to a slower than
expected recovery of rig activity in the Williston Basin and downward adjustments
resulting from the removal of undeveloped drilling locations related to the SEC 5-year
development rule. Please revise your disclosure to resolve these inconsistencies or tell us
why a revision is not needed.

 FirstName LastNameBrian Cree
 Comapany NameVitesse Energy, Inc.
 September 27, 2022 Page 5
 FirstName LastNameBrian Cree
Vitesse Energy, Inc.
September 27, 2022
Page 5

Production, Price and Production Expenses, page 88
16.Please expand the disclosure of your production, by individual product type, to present the
information for each field that contains 15% of more of your total proved reserves for
each fiscal period presented. Refer to the disclosure requirements in item 1204(a) of
Regulation S-K and the definition of a field in Rule 4-10(a)(15) of Regulation S-X.
Drilling and Development Activity, page 89
17.Please revise your presentation format to present the number of gross and net productive
wells at the end of the current fiscal year, expressed separately as either oil wells or gas
wells based on the primary product to be produced. Refer to the disclosure requirements in
Item 1208(a) of Regulation S-K.
18.Please expand your disclosure of (i) the number of gross and net productive and dry
development and exploratory wells drilled, (ii) the total number of gross and net
productive wells, and (iii) the total gross and net developed and undeveloped acreage to
include the figures relating to your royalty interests to comply with the disclosure
requirements in Item 1205(a) and Items 1208(a) and (b) of Regulation S-K.
Acreage, page 89
19.Please expand your acreage disclosure to include material concentrations of expiring gross
and net undeveloped acreage. Refer to the disclosure requirements in Item 1208(b) of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Principal Components of Our Cost Structure
Interest expense, page 100
20.We note your statement that you incur interest expense that is affected by fluctuations in
interest rates and your financing decisions. Please expand your discussion of interest rates
to describe their impact on VEs financial condition, including its balance sheet. For
example, given rising rates, describe any resulting impacts on accounts payable, long-term
debt, or accrued expense balances. Expand your disclosure to describe how you are
funding these additional costs.
Results of Operations, page 102
21.Please revise the discussion and analysis of operating results where the financial
statements reflect material changes from period-to-period in one or more line items,
including where material changes within a line item offset one another, to describe the
underlying reasons for these material changes in quantitative and qualitative terms. Refer
to Item 303 of Regulation S-K. For example, we note the increase in production expense

 FirstName LastNameBrian Cree
 Comapany NameVitesse Energy, Inc.
 September 27, 2022 Page 6
 FirstName LastNameBrian Cree
Vitesse Energy, Inc.
September 27, 2022
Page 6
on page 106 is attributed to workovers and costs related to infrastructure.
Critical Accounting Policies and Estimates, page 114
22.Please revise your disclosures to address the material implications of the uncertainties that
are associated with the methods, assumptions and estimates underlying your critical
accounting estimates. Your expanded disclosure should address the risk related to using
different assumptions and analyze their sensitivity to change based on outcomes that are
deemed reasonably likely to occur. Refer to Item 303(b)(3) of Regulation S-K and the
related Instruction 3 to paragraph (b) of Item 303.
Unit-based Compensation, page 115
23.We note your reference to the use of a third party valuation expert to determine your fair
market value. Please revise your disclosure to identify the expert. Alternatively, you may
remove reference to the use of a third party valuation expert.
Certain Relationships and Related Party Transactions, page 132
24.Disclose in necessary detail here and in the Risk Factors section the potential amount
payable to Jefferies in all circumstances due to indemnification.  In that regard, at page 26
you include a risk factor titled: "We could have an indemnification obligation to Jefferies
if the Distribution were determined not to qualify for tax-free treatment for U.S. federal
tax purposes, which could materially adversely affect our business, financial condition and
results of operations."  The text of the risk factor refers the reader to the forthcoming
Certain Relationships disclosure.  Also revise the caption to more precisely identify the
scope of the risk.
25.With a view to expanded disclosure, please explain to us in necessary detail the pertinent
ownership levels for purposes of the analysis related to a 50% or more ownership change
as referenced in the "indemnification obligation" risk factor.  That risk factor states in
part: "In addition, even if the Distribution were otherwise to qualify as a tax-free
transaction ... the Distribution would be taxable to Jefferies ... pursuant to Section 355(e)
of the Code if there were a 50% or greater change in ownership of either Jefferies or
Vitesse, directly or indirectly, as part of a plan or series of related transactions that
included the Distribution....  If the Distribution were taxable to Jefferies due to such a 50%
or greater change in ownership, we could be required to indemnify Jef