Core Viewpoint - Gran Tierra Energy Inc. has amended its Exchange Offer for the outstanding 9.500% Senior Notes due 2029, proposing to exchange them for newly issued 9.750% Senior Secured Amortizing Notes due 2031, with modifications to cash consideration, coupon rate, amortization schedule, and covenants [1][2]. Group 1: Exchange Offer Details - The Exchange Offer includes modifications to the Cash Consideration, an increase in the coupon rate of the New Notes to 9.750%, and the addition of a new guarantor and collateral [2]. - The Company is soliciting consents from Eligible Holders of Existing Notes to effect proposed amendments to the Existing Indenture, which would eliminate most restrictive covenants and release collateral securing the Existing Notes [3]. - The obligation to accept Existing Notes is subject to conditions including the valid receipt of consents from at least 66-2/3% of Existing Notes and the tender of at least 80% of Existing Notes [4]. Group 2: Cash Consideration and Participation - The Cash Consideration for Eligible Holders whose Existing Notes are validly tendered is set at US$125.0 million [6]. - The pro rata portion of the Cash Consideration will vary based on the total amount of Existing Notes tendered, with examples provided for different participation levels [8]. - Eligible Holders who tender after the Early Participation Deadline will receive US$950 in New Notes for each US$1,000 of Existing Notes [9]. Group 3: Interest and Settlement - Eligible Holders whose Existing Notes are accepted for exchange will receive accrued and unpaid interest from the last payment date to the Early Settlement Date or Settlement Date [10]. - Interest will cease to accrue on the Early Settlement Date or Settlement Date for all Existing Notes accepted for exchange [10]. Group 4: Additional Information - The Exchange Offer is being made only to holders who are "qualified institutional buyers" in the U.S. and non-U.S. qualified offerees outside the U.S. [13]. - The Company will not receive cash proceeds from the issuance of the New Notes, and Existing Notes surrendered will be cancelled [12].

Core Viewpoint - Gran Tierra Energy Inc. has initiated an Exchange Offer for its outstanding 9.500% Senior Notes due 2029, allowing Eligible Holders to exchange these for newly issued 9.500% Senior Secured Notes due 2031, with specific terms and conditions outlined in the Exchange Offer Memorandum [1][6]. Exchange Offer Details - The Exchange Offer involves the exchange of US$716.34 million of Existing Notes for New Notes, with an Early Participation Premium of US$50 for those who participate before the Early Participation Deadline [2][10]. - Eligible Holders who tender their Existing Notes by the Early Participation Deadline will receive a Total Consideration of US$1,000 per US$1,000 principal amount, which includes the Early Participation Premium [10][11]. - The Total Consideration will be paid in a combination of cash and New Notes, with accrued interest paid in cash on the respective settlement dates [15][11]. Important Dates - The Exchange Offer commenced on January 29, 2026, with the Early Participation Deadline set for February 11, 2026, and the Expiration Deadline on February 27, 2026 [8][7]. - The Early Settlement Date is expected to be February 18, 2026, and the Settlement Date is anticipated to be March 2, 2026 [8][7]. Proposed Amendments - Alongside the Exchange Offer, the Company is soliciting consents from Eligible Holders to amend the Existing Indenture, which includes eliminating restrictive covenants and releasing collateral securing the Existing Notes [6][16]. - The amendments require the consent of at least 66-2/3% of the aggregate principal amount of Existing Notes outstanding [6][8]. Cash Consideration Structure - The cash consideration for the Total Consideration will start at US$110 million if 80% of the Existing Notes are tendered, increasing by US$750,000 for each additional 1% tendered, up to a maximum of US$125 million if 100% are tendered [11][12]. - The distribution of cash consideration per US$1,000 of Existing Notes will vary based on the total amount tendered, with specific examples provided for different participation levels [13][11]. Eligibility and Participation - The Exchange Offer is available to holders who qualify as "qualified institutional buyers" in the U.S. and "accredited investors" in Canada, with specific eligibility requirements outlined [18][21]. - Eligible Holders must complete an eligibility letter to participate in the Exchange Offer and receive the Exchange Offer Memorandum [18][21].

As filed with the U.S. Securities and Exchange Commission on June 23, 2025. Registration No. 333-287488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jefferson Capital, Inc. (Exact name of registrant as specified in its charter) 6153 (Primary Standard Industrial Classification Code Number) 33-1923926 (I.R.S. Employer Identification Number) 600 South Highway 169, Suite 1575 Minneapolis, Minnesota 554 ...