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.

On March 24, 2023, Flame, Flame Acquisition Sponsor LLC ("Sponsor"), FL Co-Investment LLC, Intrepid Financial Partners L.L.C. and the individuals party to that certain Letter Agreement, dated as of February 24, 2021 (the "Letter Agreement"), entered into Amendment No. 1 to the Letter Agreement (the "Amendment"), to amend the Letter Agreement to provide that up to $3,500,000 (rather than $1,500,000) of Sponsor loans to fund Flame's expenses associated with its formation, initial public offering and the identification, investigation and completion of an initial Business Combination (excluding any Sponsor loan to Flame that is designated to be used by Flame to pay or advance out-of-pocket expenses of a target in connection with a proposed Business Combination) may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed with this report.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on each of September 30, 2022, October 31, 2022 and February 6, 2023, Flame issued an unsecured promissory note to Sponsor in the aggregate principal amount of $905,000 (together, the "Promissory Notes").



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On March 29, 2023, Flame and Sponsor entered into amendments to the Promissory Notes (the "Promissory Note Amendments"), pursuant to which loans made under the Promissory Notes are, at Sponsor's discretion, convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant.

Copies of the Promissory Note Amendments are filed with this Current Report on Form 8-K as Exhibits 10.2, 10.3 and 10.4 and are incorporated herein by reference, and the foregoing description of the Promissory Note Amendments is qualified in its entirety by reference to the Promissory Note Amendments filed with this report.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No.                            Description of Exhibits

10.1                Amendment No. 1 to the Letter Agreement, dated March 24, 2023,
                  by and among Flame Acquisition Corp., Flame Acquisition Sponsor
                  LLC, FL Co-Investment LLC, Intrepid Financial Partners L.L.C. and
                  the individuals party thereto.

10.2                Amendment to Promissory Note, dated March 29, 2023, by and
                  between Flame Acquisition Corp and Flame Acquisition Sponsor LLC.


10.3                Amendment to Promissory Note, dated March 29, 2023, by and
                  between Flame Acquisition Corp and Flame Acquisition Sponsor LLC.


10.4                Amendment to Promissory Note, dated March 29, 2023, by and
                  between Flame Acquisition Corp and Flame Acquisition Sponsor LLC.


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



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