Sable Offshore Corp. entered into a business combination to acquire Flame Acquisition Corp. (NYSE:FLME) from Flame Acquisition Sponsor LLC, Sculptor Capital LP, Saba Capital Management, L.P. and others for $29.8 million in a reverse merger transaction 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 million shares of Class A common stock of Flame. 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.

The transaction is subject to certain closing conditions, including the expiration of applicable waiting periods under the HSR Act, the receipt of required approvals of Flame's stockholders, Flame having at least $5,000,001 of net tangible assets, the approval by the New York Stock Exchange of Flame's listing application in connection with the deal. The independent members of the board of directors of Flame approved, and recommended that the Flame Board approve, the Merger Agreement and Flame shall have delivered to Sable executed counterparts to all of the Ancillary Agreements to which the Company, or any Holdco Equityholder, is party, each of which shall be in full force and effect as of the Closing. Subsequently, the Flame Board approved the Merger Agreement. In addition, board of directors of SOC and the sole member of Holdco each approved the Merger Agreement. The special meeting will be held on February 27, 2023 to approve the Extension Amendment Proposal and Adjournment Proposal. 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.

Petrie Partners Securities, LLC is serving as financial advisor and fairness opinion provider to the board of directors of Flame. Petrie Partners earned an opinion fee of $1 million upon the rendering of its fairness opinion to the Flame Board. 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. 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 is serving as legal counsel 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 Acquisition have engaged D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee of $18,000.