CRGY Crescent Energy Company

As filed with the Securities and Exchange Commission on November 13, 2023

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CRESCENT ENERGY COMPANY

(Exact name of registrant as specified in its charter)

CRESCENT ENERGY COMPANY 2021 EQUITY INCENTIVE PLAN

(Full title of the plan)

Bo Shi

General Counsel

600 Travis Street, Suite 7200

Houston, Texas 77002

(Name and address of agent for service)

(713) 337-4600

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering the offer and sale of an additional 2,724,921 shares of Class A common stock, par value $0.0001 per share (the “Stock”), of Crescent Energy Company (the “Registrant”) that may be issued under the Crescent Energy Company 2021 Equity Incentive Plan (as amended from time to time, the “Plan”) pursuant to the First Amendment to the Plan (the “First Amendment”), which Stock consists of shares that are reserved and available for delivery with respect to awards under the Plan as a result of the First Amendment and additional shares that have or may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.

Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference into this Registration Statement the contents of the registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on December 10, 2021 (File No. 333-261604), which registered the offer and sale of 947,483 shares of Stock under the Plan (in addition to registering shares of Stock available under a different equity compensation plan). The additional shares of Stock registered pursuant to this Registration Statement were authorized pursuant to First Amendment, which was approved by stockholders holding a majority of the shares of voting power of the Stock as well as Class B common stock, par value $0.0001 per share, of the Registrant on May 10, 2023. The First Amendment became effective on October 4, 2023 (upon the expiration of a waiting period of 40 calendar days after the date on which the Notice of Internet Availability of the Information Statement on Schedule 14C filed with the Commission on August 25, 2023 was first sent or given to our stockholders).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant will send or give to all participants in the Plan document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on November 13, 2023.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd Falk and Bo Shi, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could not in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on November 13, 2023.

Exhibit 4.4

FIRST AMENDMENT TO THE

CRESCENT ENERGY COMPANY

2021 EQUITY INCENTIVE PLAN

THIS FIRST AMENDMENT (the “First Amendment”) to the Crescent Energy Company 2021 Equity Incentive Plan (as amended from time to time, the “Plan”), is made and adopted by Crescent Energy Company, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.

W I T N E S S E T H:

WHEREAS, the Company previously adopted the Plan, under which the Company is authorized to grant equity-based awards;

WHEREAS, Article XIX of the Plan provides that the Company’s board of directors (the “Board”) may amend the Plan from time to time, except that any amendment to materially increase the number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that may be issued under the Plan must be approved by the stockholders of the Company;

WHEREAS, the Board now desires to amend the Plan to increase the number of shares of Class A Common Stock available for awards under the Plan by 2,477,201 shares, subject to the approval of the Company’s stockholders.

NOW, THEREFORE, BE IT RESOLVED, that, subject to the approval of the Company’s stockholders, the Plan shall be amended, effective as of the date that is 40 calendar days after the date that the Notice of Internet Availability of an Information Statement on Schedule 14C regarding the First Amendment, is first sent or given to the Company’s stockholders, as set forth below:

1. Section 5.02 of the Plan is hereby deleted and replaced in its entirety with the following:

Aggregate Limit.

Subject to adjustment as provided under Article XV, the maximum aggregate number of shares of Class A Common Stock that may be delivered with respect to Awards under the Plan (and the maximum aggregate number of shares of Class A Common Stock that may be issued under the Plan through incentive stock options granted under the Plan) is equal to a number of shares of Class A Common Stock equal to 3,338,550 (the “Aggregate Limit”).

FURTHER RESOLVED, that except as amended hereby, the Plan shall continue to read in the current state and is specifically ratified and reaffirmed.

[Remainder of Page Intentionally Left Blank]

Exhibit 5.1

November 13, 2023

Crescent Energy Company

600 Travis Street, Suite 7200

Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel for Crescent Energy Company, a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of up to an aggregate of 2,724,921 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”), to be filed with the Securities and Exchange Commission on November 10, 2023, which Shares may be issued from time to time in accordance with the terms of the Crescent Energy Company 2021 Equity Incentive Plan (as amended from time to time, the “Plan”) pursuant to the First Amendment to the Plan (the “First Amendment”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan and the First Amendment, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

		Crescent Energy Company November 13, 2023 Page 2

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 7, 2023 relating to the financial statements of Crescent Energy Company and the effectiveness of Crescent Energy Company’s internal control over financial reporting, incorporated by reference from Registration Statement No. 333-261604 on Form S-8 of Crescent Energy Company.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

November 13, 2023

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated August 30, 2023, with respect to the Statement of Revenues and Direct Operating Expenses of the Oil and Natural Gas Assets of SN EF Maverick, LLC (“SN Maverick”) and Mesquite Comanche Holdings, LLC (“MCOM”), incorporated herein by reference.

/s/ KPMG LLP

Houston, Texas

November 9, 2023

Exhibit 23.3

Consent of Independent Petroleum Engineers

To the Board of Directors

Crescent Energy Company:

We have issued our report dated January 20, 2023, on estimates of oil, natural gas and NGL reserves estimates and forecasts of economics as of December 31, 2022. As independent oil and gas consultants, we hereby consent to the inclusion of our report and the information contained therein included in or made part of this Registration Statement on Form S-8 of Crescent Energy Company, as may be amended from time to time, as originally filed with the U.S. Securities and Exchange Commission on November 10, 2023.

Houston, Texas

November 10, 2023

Exhibit 23.4

		TBPELS REGISTERED ENGINEERING FIRM F-1580 1100 LOUISIANA     SUITE 4600		HOUSTON, TEXAS 77002-5294		FAX (713) 651-0849 TELEPHONE (713) 651-9191

Consent of Independent Petroleum Engineers

To the Board of Directors

Crescent Energy Company:

We have issued (i) our report dated September 1, 2023, on estimates of oil, natural gas and NGL reserves estimates and forecasts of economics of certain leasehold interests of “Western Eagle Ford Seller,” to be acquired by Crescent Energy Company, and (ii) our report dated May 12, 2023, on estimates of oil, natural gas and NGL reserves estimates and forecasts of economics of certain leasehold interests of Mesquite Comanche Holdings, LLC and SN EF Maverick, LLC, acquired by Crescent Energy Company, each as of December 31, 2022. As independent oil and gas consultants, we hereby consent to the inclusion of each of our reports and the information contained therein included in or made part of this Registration Statement on Form S-8 of Crescent Energy Company, as may be amended from time to time, as originally filed with the U.S. Securities and Exchange Commission on November 10, 2023.

Houston, Texas

November 10, 2023

Exhibit 23.5

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent petroleum engineers, we hereby consent to the incorporation by reference into or inclusion of information in this Registration Statement on Form S-8 of Crescent Energy Company (the “Company”) and any amendments thereto (the “Registration Statement”) of our firm’s audit letter dated January 14, 2022, and reserves report dated January 17, 2022, respectively, each prepared for the Company as of December 31, 2021. We hereby further consent to all references to our firm or such letters included in or incorporated by reference into the Registration Statement.

Houston, Texas

November 10, 2023

Exhibit 23.6

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Crescent Energy Company of our firm’s reserves reports dated September 9, 2021 relating to Independence Energy LLC, which is included in the Annual Report on Form 10-K of Crescent Energy Company for the year ended December 31, 2022.

Exhibit 23.7

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Crescent Energy Company of our reserve report and oil, natural gas and NGL reserves estimates and forecasts of economics as of December 31, 2020, which is included in or made part of the Annual Report on Form 10-K of Crescent Energy Company for the year ended December 31, 2022.

Exhibit 23.8

WILLIAM M. COBB & ASSOCIATES, INC.

Worldwide Petroleum Consultants

November 10, 2023

Crescent Energy Company

600 Travis Street, Suite 7200

Houston, Texas, 77002

Re: Crescent Energy Company

Gentlemen:

The firm of William M. Cobb & Associates, Inc. hereby consents to the use of its name and to the use of its projections from the 2020 reserve report dated 12 August 2021 and the 2021 reserve reported dated 20 January 2022 for Crescent Energy Company’s Proved Reserves and Future Net Revenue included in the Annual Report on Form 10-K of Crescent Energy Company for the year ended December 31, 2022, which is incorporated by reference in this Registration Statement.

William M. Cobb & Associates, Inc. has no interests in Contango Oil & Gas Company or in any affiliated companies or subsidiaries and is not to receive any such interest as payment for such reports and has no director, officer, or employee otherwise connected with Contango Oil & Gas Company. Contango Oil & Gas Company does not employ us on a contingent basis.

Exhibit 107.1

Calculation of Filing Fee Table

Form S-8

(Form Type)

Crescent Energy Company

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities