Flame Acquisition Corp. (NYSE:SOC) entered into a business combination to acquire Sable Offshore Corp. for $29.9 million on November 2, 2022. As per the terms of the transaction, all of the limited liability company membership interests in Sable will be converted into the right to receive 3,000,000 shares of Flame Class A common stock. In a related transaction, Sable Offshore Corp. entered into a Purchase and Sale Agreement to acquire certain assets constituting the Santa Ynez field in Federal waters offshore California and associated onshore processing and pipeline assets from Exxon Mobil Corporation and Mobil Pacific Pipeline Company on November 1, 2022. After giving effect to the business combination, the company will be named Sable Offshore Corp. The Flame Board will continue to be composed of four members. Upon completion of the Business Combination, James C. Flores will continue to serve as the Chief Executive Officer of New Sable and the New Sable Board will be composed of four members. Sable Offshore Corp. reported total assets of $2129.044 million, net assets of $1780.878 million, loss from operation of $109.988 million and net loss of $109.710 million for the year ended December 31, 2021.

The transaction is subject to certain closing conditions, including the expiration of applicable waiting periods under the HSR Act, the proxy statement shall have received SEC clearance, the receipt of required approvals of Flame?s stockholders, Flame having at least $5,000,001 of net tangible assets, the Flame Class A common stock to be issued in connection with the transactions shall have been approved for listing on NYSE, execution and delivery of the ancillary agreements including Letter of Transmittal, Registration Rights Agreement, the Subscription Agreements, and any other agreement, The Flame Board has unanimously approved the merger agreement and the Flame Board unanimously recommends that stockholders vote for the merger. In addition, the board of directors of Sable approved the merger agreement. The Flame Board formed a special committee comprised of Michael Dillard, Gregory Pipkin and Christopher Sarofim, the independent directors serving on the Flame Board to analyze, negotiate and make recommendations to the Flame Board and Flame stockholders regarding the business combination. As on February 27, 2023, the special meeting of Flame stockholders approved the proposal to amend Flame?s amended and restated certificate of incorporation to extend the date by which Flame has to consummate a business combination from March 1, 2023 to September 1, 2023. As of December 20, 2023, the transaction is expected to close on February 1, 2024. As of February 12, 2024, Flame Acquisition Corp. shareholders approved the merger and the closing of the business combination is expected to occur on or about February 14, 2024.

Petrie Partners Securities, LLC is serving as financial advisor and fairness opinion provider to the board of directors of Flame. Cowen and Company, LLC, Intrepid Partners, LLC and Jefferies LLC are serving as joint financial advisors to Sable. Cowen, Intrepid and Jefferies are serving as joint placement agents in connection with the Sable PIPE Investment. Ryan Maierson, Stephen Szalkowski, Matthew Jones, Bryant Lee, Jason Cruise, Peter Todaro, Adam Kestenbaum, Janice Schneider, Joshua Bledsoe and Jim Cole of Latham & Watkins LLP is serving as legal counsel to Flame. Latham & Watkins LLP also provided due diligence services to Flame. Jason Jean, G. Alan Rafte, Molly E. Butkus, Heather L. Brown, Jason B. Hutt, Jonathan K. Hance, Steven J. Lorch, Matthew B. Grunert, Elizabeth L. McGinley, Robert S. Nichols, Daniel W. Areshenko, Jacqueline R. Java and Troy Harder of Bracewell LLP are serving as legal counsel to Sable. Bracewell also provided due diligence services to Sable. Kirkland & Ellis LLP is serving as legal counsel to Cowen, Intrepid and Jefferies. American Stock Transfer & Trust Company, LLC acted as transfer agent to Flame. Flame have engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee of $18,000. Pursuant to its engagement letter, Petrie Partners received a work fee of $100,000. Petrie Partners also earned an opinion fee of $1,000,000 upon the rendering of its fairness opinion to the Flame Board.

Flame Acquisition Corp. (NYSE:SOC) completed the acquisition of Sable Offshore Corp. on February 14, 2024. In connection with the Closing, the Company changed its name from Flame Acquisition Corp. to Sable Offshore Corp. The Common Stock and warrants will commence trading on the New York Stock Exchange (?NYSE?) under the symbols ?SOC? and ?SOC.WS,? respectively, on February 15, 2024, subject to ongoing review of the Company?s satisfaction of all listing criteria following the Business Combination.