Flame Acquisition : Material Agreement - Form 8-K

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 21, 2023

Flame Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40111		85-3514078
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

700 Milam Street, Suite 3300 Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

[phone]

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-Kis intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementscommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-halfof one warrant		FLME.U		The New York Stock Exchange
Class A common stock, par value $0.0001 per share		FLME		The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		FLME.WS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

IMPORTANT NOTICES

Additional Information and Where to Find It

This communication relates to the proposed Business Combination (as defined in the Current Report on Form 8-Kfiled with the SEC on November 2, 2022) by and among Flame Acquisition Corp. ("Flame"), Sable Offshore Holdings LLC, a Delaware limited liability company ("Holdco") and Sable Offshore Corp., a Texas corporation and a wholly owned subsidiary of Holdco ("Sable"). In connection with the proposed Business Combination, Flame filed with the SEC a preliminary proxy statement on Schedule 14A on November 10, 2022 (as may be amended from time to time, including on December 23, 2022 and January 27, 2023, the "Proxy Statement"). Flame may also file other documents regarding the proposed Business Combination with the SEC. The Proxy Statement which will be sent or given to the Flame stockholders will contain important information about the proposed Business Combination and related matters. INVESTORS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), WHICH IS CURRENTLY AVAILABLE, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, AND WILL CONTAIN, IMPORTANT INFORMATION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE BUSINESS COMBINATION AGREEMENT (AS DEFINED IN THE PROXY STATEMENT). You may obtain a free copy of the Proxy Statement and other relevant documents filed by Flame with the SEC at the SEC's website at www.sec.gov. You may also obtain Flame's documents on its website at www.Flameacq.com.

Participants in the Solicitation

Flame and its directors and officers may be deemed participants in the solicitation of proxies of Flame's stockholders in connection with the Business Combination. Flame's stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Flame in Flame's Registration Statement on Form S-1,which was initially filed with the SEC on February 5, 2021 and amended on February 18, 2021 and February 22, 2021, in Flame's Annual Report on Form 10-Kfor the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023, and in the Proxy Statement.

Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Flame's stockholders in connection with the Business Combination and other matters to be voted upon at the special meeting will be set forth in the definitive proxy statement for the Business Combination.

Forward-Looking Statements

This communication contains a number of "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include information concerning the SYU Assets (as defined in the Proxy Statement), Sable's, Holdco's or Flame's possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and effects of regulation, including Sable's ability to close the transaction to acquire the SYU Assets and Flame's ability to close the transaction with Sable. When used in this communication, including any oral statements made in connection therewith, the words "could," "should," "will," " may," " believe," " anticipate," " intend," " estimate," " expect," "project," "continue," "plan," forecast," "predict," "potential," "future," "outlook," and "target," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements will contain such identifying words. These forward-looking statements are based on Sable's, Holdco's and Flame's management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Sable, Holdco and Flame disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication. Sable, Holdco and Flame caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Sable and Flame, incidental to the development, production, gathering, transportation and sale of oil, natural gas and natural gas liquids. These risks include, but are not limited to, (a) the occurrence of any event, change or other circumstance that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that may be instituted against Sable, Holdco, Flame or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Flame, to obtain financing to complete the Business Combination or to satisfy other conditions to closing the Business Combination; (d) the ability to meet the applicable stock exchange listing standards following the consummation of the Business Combination; (e) the ability to recommence production of the SYU Assets and the cost and time required therefor, and production levels once recommenced; (f) commodity price volatility, low prices for oil, natural gas and/or natural gas liquids, global economic conditions, inflation, increased operating costs, lack of availability of drilling and production equipment, supplies, services and qualified personnel, processing volumes and pipeline throughput; (g) uncertainties related to new technologies, geographical concentration of operations, environmental risks, weather risks, security risks, drilling and other operating risks, regulatory changes and regulatory risks; (h) the uncertainty inherent in estimating oil and natural gas reserves and in projecting future rates of production; (i) reductions in cash flow and lack of access to capital; (j) Flame's ability to satisfy future cash obligations; (k) restrictions in existing or future debt agreements or structured or other financing arrangements; (l) the timing of development expenditures, managing growth and integration of acquisitions, and failure to realize expected value creation from acquisitions; and (m) the ability to recognize the anticipated benefits of the Business Combination. While forward-lookingstatements are based on assumptions and analyses that management of Flame, Holdco and Sable believe to be reasonable under the circumstances, whether actual results and developments will meet such expectations and predictions depends on a number of risks and uncertainties that could cause actual results, performance, and financial condition to differ materially from such expectations. Any forward-looking statement made in this communication speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,Proxy Statement and other documents filed by Flame from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-lookingstatements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Flame, Holdco and Sable assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. Neither Flame, Holdco nor Sable gives any assurance that any of Flame, Holdco, Sable or the combined company will achieve its expectations.

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 2, 2022 (the "Merger Agreement"), among Flame Acquisition Corp. ("Flame"), Sable Offshore Holdings LLC ("Holdco"), and Sable Offshore Corp. ("SOC" and, together with Holdco, "Sable"), on November 2, 2022, Holdco entered into subscription agreements (the "Sable PIPE Subscription Agreements") with certain investors (such investors, the "Sable PIPE Investors"), pursuant to which the Sable PIPE Investors agreed to purchase, in the aggregate, 7,150,000 limited liability company membership interests in Holdco designated as Class B shares at $10.00 per share, for an aggregate commitment amount of approximately $71,500,000 (the "Sable PIPE Investment"). The Sable PIPE Subscription Agreements provide, among other things, that, in the event the mergers contemplated by the Merger Agreement are consummated, the Sable PIPE Investors will be deemed to have subscribed for and will purchase Flame Class A common stock at the same price per share and, by operation of law pursuant to the mergers contemplated by the Merger Agreement, Flame will have succeeded to Holdco's obligations under the Sable PIPE Subscription Agreements.

As previously disclosed, on June 30, 2023, the parties to the Merger Agreement amended the Merger Agreement to extend the date by which the parties must consummate the transactions contemplated by the Merger Agreement, or either Flame or Sable may terminate the Merger Agreement, from June 30, 2023 to March 1, 2024 (the "Termination Date"). As previously disclosed, in connection with the extension of the Termination Date under the Merger Agreement, Holdco entered into amendments to certain Sable PIPE Subscription Agreements (each, a "Subscription Agreement Amendment") dated as of July 17, 2023 and July 21, 2023, with certain Sable PIPE Investors representing an aggregate commitment amount of $57,000,000, pursuant to which Holdco and such Sable PIPE Investors agreed to extend the date by which the parties must consummate the subscription contemplated by such Sable PIPE Subscription Agreements, or terminate such Sable PIPE Subscription Agreements from July 31, 2023 to March 1, 2024. On July 21, 2023 and July 24, 2023, Holdco entered into substantially similar Subscription Agreement Amendments with certain Sable PIPE Investors, representing an aggregate commitment amount of $7,500,000. Holdco intends to seek to enter into a substantially similar amendment to the Sable PIPE Subscription Agreement with the remaining Sable PIPE Investor.

A copy of the form Subscription Agreement Amendment is filed with this Current Report on Form 8-Kas Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Subscription Agreement Amendment is not complete and is subject to and qualified in its entirety by reference to the form text of the form Subscription Agreement Amendment.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
10.1		Form of Subscription Agreement Amendment.
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Flame Acquisition Corp.
Date: July 27, 2023			By:		/s/ Gregory D. Patrinely
		Name:		Gregory D. Patrinely
		Title:		Executive Vice President and Chief Financial Officer