VSOGF Vista Oil and Gas SAB de CV (PK)

As filed with the Securities and Exchange Commission on January 24, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Vista Energy, S.A.B. de C.V.

(Exact Name of Registrant as Specified in Its Charter)

N.A.

(Translation of Registrant’s name into English)

Pedregal 24, Floor 4

Colonia Molino del Rey, Alcaldía Miguel Hidalgo

Mexico City, 11040

Mexico

(Address, including zip code, of Registrant’s principal executive offices)

Long Term Incentive Plan

(Full title of the Plan)

Donald J. Puglisi

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

United States of America

+1 (302) 738-6680

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Julia L. Petty

Manuel Silva

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

+1 (212) 225-2000

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of 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. ☐

Explanatory Note

Pursuant to General Instruction E of Form S-8, Vista Energy, S.A.B. de C.V. (the “Company”) is filing this registration statement on Form S-8 (this “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) to register, in connection with the Company’s Long Term Incentive Plan (the “Plan”), an additional 4,000,000 shares of the same class as registered under the Company’s effective registration statement on Form S-8, File No. 333-269585, filed by the Company with the SEC on February 6, 2023 (the “Earlier Registration Statement”). The contents of the Earlier Registration Statement, where applicable, are hereby incorporated by reference, except that the provisions contained in Part II of such Earlier Registration Statement are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The rules of the Commission allow us to incorporate by reference information into this Registration Statement. The information incorporated by reference is considered to be a part of this Registration Statement, and information that we file later with the Commission will automatically update and supersede this information. This Registration Statement incorporates by reference the documents listed below. In addition, any Report on Form 6-K of the Registrant hereafter furnished to the Commission pursuant to the Exchange Act shall be incorporated by reference into this Registration Statement if and to the extent provided in such document.  

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and other documents. Except as provided in the last sentence of the first paragraph of the section of this Registration Statement entitled “Item 3. Incorporation of Documents by Reference”, nothing in this Registration Statement shall be deemed to incorporate any information provided in documents that is furnished (rather than filed) or is otherwise not deemed to be filed under applicable Commission rules.

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of 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, as of January 24, 2025.

POWER OF ATTORNEY

We, the undersigned directors and officers of Vista Energy, S.A.B. de C.V. (the “Company”), do hereby severally constitute and appoint Miguel Galuccio and Pablo Vera Pinto, each our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended (the “Securities Act”) and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement of the Company on Form S-8 including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do each hereby ratify and confirm all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the indicated capacities as of January 24, 2025.

Exhibit 5.1

January 24, 2025

Vista Energy S.A.B. de C.V.,

Pedregal 24, Piso 4,

Colonia Molino del Rey,

Miguel Hidalgo, Ciudad de México,

Código Postal 11040.

Ladies and Gentlemen:

We have acted as special Mexican counsel to Vista Energy, S.A.B. de C.V. (“Vista” or the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-8 (together with all its exhibits, the “Registration Statement”) pursuant to the Securities Act of 1933 and relating to the registration of Company’s series A shares of common stock, no par value and one vote per share (the “Series A Shares”), which may be used from time to time pursuant to awards granted under the long term incentive plan of Vista (the “Plan”). Terms not defined herein shall have the meaning ascribed to them in the Registration Statement.

In rendering the opinion set forth herein, we have only examined copies of the following:

1. the stock certificate representing the Series A Shares (the “Series A Shares Certificate”);

2. the public deeds listed and described in Schedule A hereto, which contains the deed of incorporation (acta constitutiva) and the current by-laws (estatutos sociales) (collectively, the “Estatutos Sociales”) of Vista; and

3. the documents described in Schedule B hereto, which contain the shareholders resolutions, approving, among other things, the issuance of the Series A Shares and the Plan (the “Shareholders Resolutions”).

For purposes of this opinion letter, the documents listed in numerals 1 to 3 above are hereinafter collectively referred to as the “Opinion Documents”.

In rendering the opinion expressed below, we have assumed without any independent investigation or verification of any kind, the legal capacity and authority of all natural persons, the genuineness of all signatures, the authenticity and effectiveness of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. With respect to factual matters, we have relied upon certificates of representatives of Vista and upon representations made in or pursuant to the Opinion Documents. We have not undertaken any independent investigations before any public registries. We have also assumed that the Estatutos Sociales, and the Shareholders Resolutions have not been amended, revoked or modified in any way since the date of the Estatutos Sociales and Shareholders Resolutions mentioned above.

1

Based upon the foregoing, and subject to the qualifications stated herein, and having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that all the outstanding Series A Shares of the Company, including the Series A Shares underlying the ADSs, have been duly authorized and validly issued, and when paid in accordance with the Plan, will be fully paid and non-assessable.

We note that a competent court’s decision regarding matters upon which we opine herein would be based upon such court’s own analysis and interpretation of the evidence before such court and applicable law.

We are qualified to practice law only in Mexico. We express no opinion as to any laws other than the laws of Mexico in effect as of the date hereof and we have assumed that there is nothing in the law of any other jurisdiction that affects our opinion which is delivered based upon Mexican applicable law as of the date hereof. This opinion does not cover any matters arising under the laws of New York, United States of America or under any treaties or conventions to which the United States of America may be a party or by which it may be bound.

We consent to (i) the filing of this opinion as an exhibit to the Registration Statement, and (ii) the use of the name of our firm in the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

2

Schedule A

Public Deeds containing the Estatutos Sociales of Vista

1. Incorporation Deed

Public deed number 79,311, issued on March 22, 2017 granted before Roberto Núñez y Bandera, Notary Public no. 1 of Mexico City, containing the incorporation deed of the Company.

2. Current Bylaws

Public deed number 103,217, issued dated May 7, 2024 granted before Roberto Núñez y Bandera, Notary Public number 1 of Mexico City, containing the current bylaws of the Company.

Schedule B

Public Deeds containing the Shareholders Resolutions

Shareholders Resolutions

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Long Term Incentive Plan of Vista Energy, S.A.B. de C.V. of our reports dated April 23, 2024, with respect to the consolidated financial statements of Vista Energy, S.A.B. de C.V. as of December 31, 2023 and for the year then ended and the effectiveness of internal control over financial reporting of Vista Energy, S.A.B. de C.V. as of December 31, 2023, included in its Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A.  

Member of Ernst & Young Global Limited

City of Buenos Aires, Argentina

January 24, 2025

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Long Term Incentive Plan of Vista Energy, S.A.B. de C.V. of our report dated April 24, 2023 (except for note 2.6 as to which date is April 23, 2024), with respect to the consolidated financial statements of Vista Energy, S.A.B. de C.V. as of December 31, 2022 and for the two years then ended, included in its Annual Report (Form 20-F) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Mancera, S.C.           

Member of Ernst & Young Global Limited

México, Mexico City

January 24, 2025