Flame Acquisition Corp. announced a private placement of $395,000 in debt round of funding on February 6, 2023. Th e company issued two unsecured promissory note the Flame Expenses Note in the principal amount of $395,000 and a promissory note the Sable Expenses Note.

The transaction included participation from returning investor Flame Acquisition Sponsor LLC. The Notes do not bear interest and each of the Notes are repayable in full upon consummation of the Company's initial business combination. If the Company does not complete a Business Combination, the Notes shall not be repaid and all amounts owed under each Note 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.

Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Flame Expenses Note, in whole or in part, into that number of warrants to purchase one share of Class A common stock, $0.0001 par value per share, of the Company (the “Working Capital Warrants”) equal to the principal amount of the Flame Expenses Note so converted divided by $1. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company's IPO. Each Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of such Note and all other sums payable with regard to such Note becoming immediately due and payable. The Notes were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.