FLAME ACQUISITION CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

The disclosure contained in Item 2.03 is incorporated by reference into this Item 1.01.

  Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an
              Off-Balance Sheet Arrangement of a Registrant.

On September 30, 2022, Flame Acquisition Corp. (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of $170,000 to Flame Acquisition Sponsor LLC. The Note does not bear interest and is repayable in full upon consummation of the Company's initial business combination (a "Business Combination"). If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Company's initial public offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit No.                           Description of Exhibits

10.1             Promissory Note, dated September 30, 2022, issued by Flame
               Acquisition Corp. to Flame Acquisition Sponsor LLC.

104            Cover page Interactive data file (embedded within the inline XBRL
               document).




                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses