FLME / Flame Acquisition Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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): August 12, 2025 Sable Offshore Co

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): August 12, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40111 (Commissi

Sable Offshore Corp. Reports Second Quarter 2025 Operational and Financial Results

Exhibit 99.1 Sable Offshore Corp. Reports Second Quarter 2025 Operational and Financial Results Houston, August 12, 2025 – Sable Offshore Corp. (“Sable,” or the “Company”)(NYSE: SOC) today announced its second quarter 2025 operational and financial results. Second Quarter 2025 Operational Highlights •On May 19, 2025, the Company announced that as of May 15, 2025, it had restarted production at the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40111

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 9, 2025 Sable Offshore Corp.

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 9, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40111 (Commission

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): June 11, 2025 Sable Offshore Corp

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): June 11, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40111 (Commission

Financial Statements and Exhibits, Other Events

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): June 3, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40111 (Commission

Financial Statements and Exhibits, Other Events

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): May 27, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40111 (Commission

Sable Offshore Corp. Announces Closing of Upsized Public Offering of Common Stock and Full Exercise of Underwriters’ Option

Exhibit 99.2 Sable Offshore Corp. Announces Closing of Upsized Public Offering of Common Stock and Full Exercise of Underwriters’ Option May 23, 2025 HOUSTON - (BUSINESS WIRE) - Sable Offshore Corp. (“Sable” or the “Company”) (NYSE: SOC) today announced the closing of its previously announced upsized underwritten public offering of 10,000,000 shares of its common stock at the public offering price

Sable Offshore Corp. Announces Upsize and Pricing of Public Offering of Common Stock

Exhibit 99.1 Sable Offshore Corp. Announces Upsize and Pricing of Public Offering of Common Stock May 21, 2025 HOUSTON-(BUSINESS WIRE)- Sable Offshore Corp. (“Sable” or the “Company”) (NYSE: SOC) today announced the pricing of its previously announced underwritten public offering of 8,695,654 shares of its common stock, $0.0001 par value (“common stock”), by the Company at a price to the public of

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 21, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40111 (Commission

Underwriting Agreement, dated as of May 21, 2025, by and among the Company and J.P. Morgan Securities LLC, TD Securities (USA) LLC and Jefferies LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version Sable Offshore Corp. 8,695,654 Shares of Common Stock, Par Value $0.0001 Per Share Underwriting Agreement May 21, 2025 J.P. Morgan Securities LLC Jefferies LLC TD Securities (USA) LLC As Representatives of the several Underwriters listed in Schedule 1 hereto J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Jefferies LLC 520 Madison Avenue New Yor

Prospectus Supplement to Prospectus dated May 1, 2025 8,695,654 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286675 Prospectus Supplement to Prospectus dated May 1, 2025 8,695,654 Shares of Common Stock This is an offering of 8,695,654 shares of common stock, $0.0001 par value (“Common Stock”) by Sable Offshore Corp. (“we,” “our,” “us,” and the “Company”). You should read this prospectus supplement, the accompanying prospectus and th

SUBJECT TO COMPLETION, DATED MAY 21, 2025 Prospectus Supplement to Prospectus dated May 1, 2025 Common Stock

Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed.

Disclaimer FORWARD LOOKING STATEMENTS The information in this presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this presentation, the words “could,” “should,”

Exhibit 99.2 Sable Offshore Corp. Investor Presentation May 2025 Disclaimer FORWARD LOOKING STATEMENTS The information in this presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this presentation, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “c

Sable Offshore Corp. Reports Restart of Oil Production at the Santa Ynez Unit and Anticipated Oil Sales from the Las Flores Pipeline System in July 2025

EX-99.1 Exhibit 99.1 Sable Offshore Corp. Reports Restart of Oil Production at the Santa Ynez Unit and Anticipated Oil Sales from the Las Flores Pipeline System in July 2025 Houston, May 19, 2025 – Sable Offshore Corp. (“Sable,” or the “Company”)(NYSE: SOC) today announced that as of May 15, 2025, it has restarted production at the Santa Ynez Unit (“SYU”) and has begun flowing oil production to La

Regulation FD Disclosure

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): May 19, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission File

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): May 9, 2025 Sable Offshore Corp.

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): May 9, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40111 (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4011

Sable Offshore Corp. Reports First Quarter 2025 Financial and Operational Results

Exhibit 99.1 Sable Offshore Corp. Reports First Quarter 2025 Financial and Operational Results Houston, May 9, 2025 – Sable Offshore Corp. (“Sable,” or the “Company”)(NYSE: SOC) today announced its first quarter 2025 financial and operational results. First Quarter 2025 Financial Highlights •Reported a net loss of $109.5 million, primarily attributable to production restart related operating expen

April 29, 2025

April 29, 2025 Via EDGAR Transmission Securities and Exchange Commission 100 F Street, N.

1,841,402 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-282622 PROSPECTUS 1,841,402 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 1,841,402 shares of our Common Stock, $0.0001 par value (“Common Stock”) of Sable

53,920,671 Shares of Common Stock Up to 8,987,062 Shares of Common Stock Issuable Upon Exercise of Warrants

Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 PROSPECTUS 53,920,671 Shares of Common Stock Up to 8,987,062 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 53,920

Form of Indenture between the Registrant and one or more trustees to be named.

Exhibit 4.4 SABLE OFFSHORE CORP. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 5 Section 1.4. Rules of Construction. 5 ARTICLE II. THE SECURITIES 6 Section 2.1. Issuable in Series. 6 Section 2.2. Establ

As filed with the Securities and Exchange Commission on April 22, 2025.

As filed with the Securities and Exchange Commission on April 22, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SABLE OFFSHORE CORP. (Exact name of registrant as specified in its charter) Delaware 85-3514078 (State or other jurisdiction of incorporation or organization) (I.R.S. Em

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Registration Statement on Form S-3 (Form Type) Sable Offshore Corp.

Financial Statements and Exhibits, Other Events

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): April 21, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40111 (Commissio

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-282622 Prospectus Supplement No. 8 (To Prospectus dated November 1, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated November 1, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282622). Capitalized terms used in this p

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 16 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: o Preliminary Proxy Statement o Confide

As filed with the Securities and Exchange Commission on April 17, 2025.

Table of Contents As filed with the Securities and Exchange Commission on April 17, 2025.

As filed with the Securities and Exchange Commission on April 17, 2025.

Table of Contents As filed with the Securities and Exchange Commission on April 17, 2025.

As confidentially submitted to the Securities and Exchange Commission on March 25, 2025. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidenti

As confidentially submitted to the Securities and Exchange Commission on March 25, 2025.

SABLE OFFSHORE CORP. Dated as of ___________, 20___ [ ] TABLE OF CONTENTS

Exhibit 4.4 SABLE OFFSHORE CORP. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 5 Section 1.4. Rules of Construction. 5 ARTICLE II. THE SECURITIES 6 Section 2.1. Issuable in Series. 6 Section 2.2. Establ

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 17, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40111 (Commissio

Sable Offshore Corp. Investor Presentation March 2025 Exhibit 99.2 2 FORWARD LOOKING STATEMENTS The information in this presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Whe

Sable Offshore Corp. Investor Presentation March 2025 Exhibit 99.2 2 FORWARD LOOKING STATEMENTS The information in this presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this presentation, the words “could,” “should,” “will,” “ may,” “ believe,” “ anticipate,” “ intend,” “ estimate,” “expect,” “project,” “con

As filed with the Securities and Exchange Commission on March 17, 2025

As filed with the Securities and Exchange Commission on March 17, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40111 SAB

Insider Trading Policy

Sable Offshore Corp. Insider Trading Compliance Policy and Procedures Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Violating such laws c

Sable Offshore Corp. Reports 2024 Financial and Operational Results

Exhibit 99.1 Sable Offshore Corp. Reports 2024 Financial and Operational Results Houston, March 17, 2025 – Sable Offshore Corp. (“Sable,” or the “Company”)(NYSE: SOC) today announced its 2024 financial and operational results. 2024 Financial Highlights •Reported a net loss of $617.3 million, primarily attributable to a non-cash change in fair value of warrant liabilities related to common share pr

Fourth Amendment to Purchase and Sale Agreement between Exxon Mobil Corporation, Mobil Pacific Pipeline Company and Sable Offshore Corp., dated as of March 11, 2024.

syufourthxamendmentxexe -1- FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated effective as of December 13, 2024 (the “Execution Date”), is by and between EXXON MOBIL CORPORATION, a New Jersey corporation (“EMC”), and MOBIL PACIFIC PIPELINE COMPANY, a Delaware corporation (“MPPC”) (each a “Seller”), and SABLE OFFSHORE CORP.

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 15 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospect

Third Amendment to Purchase and Sale Agreement between Exxon Mobil Corporation, Mobil Pacific Pipeline Company and Sable Offshore Corp., dated as of March 11, 2024.

EXECUTION VERSION THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated effective as of March 11, 2024 (the “Execution Date”), is by and between EXXON MOBIL CORPORATION, a New Jersey corporation (“EMC”), and MOBIL PACIFIC PIPELINE COMPANY, a Delaware corporation (“MPPC”) (each a “Seller”), and SABLE OFFSHORE CORP.

As filed with the Securities and Exchange Commission on March 17, 2025

As filed with the Securities and Exchange Commission on March 17, 2025 Registration No.

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-282622 Prospectus Supplement No. 7 (To Prospectus dated November 1, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated November 1, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282622). Capitalized terms used in this p

LATHAM & WATKINS LLP

Exhibit 99.1 355 South Grand Avenue, Suite 100 Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com LATHAM & WATKINS LLP FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York February 17, 2025 Brussels Orange County Century City Paris Chicago Riyadh VIA EMAIL Dubai San Diego Düsseldorf San Francisco Kate Hucklebridge Frankfurt Seoul Executive Direc

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-282622 Prospectus Supplement No. 6 (To Prospectus dated November 1, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated November 1, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282622). Capitalized terms used in this p

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 14 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospect

Financial Statements and Exhibits, Other Events

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): February 19, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40111 (Commis

U.S. Department

Exhibit 99.4 U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration 1200 New Jersey Avenue, SE Washington, DC 20590 February 11, 2025 Mr. James Hosler Assistant Deputy Director Chief of Pipeline Safety and CUPA Programs Department of Forestry and Fire Protection Office of the State Fire Marshal 3780 Kilroy Airport Way, Suite 500 Long Beach, CA 90806 Re: Docket No.

Planning and Development Lisa Plowman, Director Jeff Wilson, Assistant Director Elise Dale, Assistant Director

Exhibit 99.2 Planning and Development Lisa Plowman, Director Jeff Wilson, Assistant Director Elise Dale, Assistant Director February 12, 2025 Mr. Cassidy Teufel Deputy Director California Coastal Commission 455 Market Street, Suite 300 San Francisco, CA 94105 Sent via email: [email protected] SUBJECT:  Sable Offshore Corp. –California Coastal Commission’s (CCC) Consolidated Permit Requ

Current Report

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): February 11, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission

SABLE OFFSHORE CORP.

424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 13 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this pr

Letter from the Santa Barbara County Planning and Development Department to Sable Offshore Corp., dated February 12, 2025.

EX-99.1 Exhibit 99.1

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-282622 Prospectus Supplement No. 5 (To Prospectus dated November 1, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated November 1, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282622). Capitalized terms used in this p

U.S. Department

EX-99.3 Exhibit 99.3 U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration 1200 New Jersey Avenue, SE Washington, DC 20590 February 11, 2025 Mr. James Hosler Assistant Deputy Director Chief of Pipeline Safety and CUPA Programs Department of Forestry and Fire Protection Office of the State Fire Marshal 3780 Kilroy Airport Way, Suite 500 Long Beach, CA 90806 Re: Do

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-282622 Prospectus Supplement No. 4 (To Prospectus dated November 1, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated November 1, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282622). Capitalized terms used in this p

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 12 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospect

Sable Offshore Corp. Provides Update on Litigation Status

EX-99.1 Exhibit 99.1 Sable Offshore Corp. Provides Update on Litigation Status HOUSTON — (BUSINESS WIRE) — Today, Sable Offshore Corp. (“Sable”) provided an update on the previously disclosed Center for Biological Diversity et al. v. Debra Haaland et al. lawsuit (the “Haaland lawsuit”). On December 20, 2024, the U.S. Department of Justice (in its capacity as counsel for the U.S. Bureau of Safety a

Current Report

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): January 2, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission Fi

Current Report

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): December 17, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 11 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospect

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-282622 Prospectus Supplement No. 3 (To Prospectus dated November 1, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated November 1, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282622). Capitalized terms used in this p

Regulation FD Disclosure

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): November 18, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission

FORWARD LOOKING STATEMENTS The information in this presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this presentation, the words “could,” “should,” “will,” “ m

Investor Presentation November 2024 Exhibit 99.1 FORWARD LOOKING STATEMENTS The information in this presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this presentation, the words “could,” “should,” “will,” “ may,” “ believe,” “ anticipate,” “ intend,” “ estimate,” “expect,” “project,” “continue,” “plan,” fore

SOC / Sable Offshore Corp. / Pilgrim Global ICAV Passive Investment

SC 13G/A 1 d1152974113g-a.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) Sable Offshore Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 78574H104 (CUSIP Number) S

Regulation FD Disclosure, Results of Operations and Financial Condition

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): November 14, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 10 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospect

Sable Offshore Corp. Reports Third Quarter 2024 Financial and Operational Results

Exhibit 99.1 Sable Offshore Corp. Reports Third Quarter 2024 Financial and Operational Results Houston, November 14, 2024 – Sable Offshore Corp. (“Sable,” or the “Company”)(NYSE: SOC) today announced its third quarter 2024 financial and operational results. Third Quarter 2024 Financial Highlights • Reported a net loss of $255.6 million for the quarter, primarily attributable to a non-cash change i

SOC / Sable Offshore Corp. / Fort Baker Capital Management LP - SC 13G/A Passive Investment

SC 13G/A 1 ef20038621sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sable Offshore Corp.** (Name of Issuer) Common Stock (Title of Class of Securities) 78574H104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) ☒ Rule 13d-1(b) ☐ Rule 13d-1(

Sable Offshore Corp. Continues to Coordinate with California Coastal Commission on Maintenance and Repair Work in the Coastal Zone

Exhibit 99.2 Sable Offshore Corp. Continues to Coordinate with California Coastal Commission on Maintenance and Repair Work in the Coastal Zone Santa Barbara, Calif. November 14, 2024 – Today, Sable Offshore Corp. (“Sable”) provided an update on its ongoing coordination with the California Coastal Commission (“CCC” or “Commission”) related to Sable’s maintenance and repair work along the existing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-282622 Prospectus Supplement No. 2 (To Prospectus dated November 1, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated November 1, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282622). Capitalized terms used in this p

First Amendment to Senior Secured Term Loan Agreement, dated as of September 6, 2024

FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT (this “First Amendment”), dated as of September 6, 2024, is by and among Sable Offshore Corp.

FLME / Flame Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d816216dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sable Offshore Corp ** (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 33850F108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check

JOINT FILING AGREEMENT

EX-99.1 2 d816216dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Sable Offshore Corp dated as of September 30, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-282622 Prospectus Supplement No. 1 (To Prospectus dated November 1, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated November 1, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282622). Capitalized terms used in this p

Sable Offshore Corp. Announces Completion of Redemption of Public Warrants

Exhibit 99.1 Sable Offshore Corp. Announces Completion of Redemption of Public Warrants HOUSTON, NOVEMBER 6, 2024 — (BUSINESS WIRE)—Sable Offshore Corp. (NYSE: SOC, “Sable”, or the “Company”) today announced the results of its previously announced redemption of all of its outstanding publicly held warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, par value $0.0001

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 9 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospectu

Current Report

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): November 6, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission F

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 15, 2024, pursuant to the provisions of Rule 12d2-2 (a).

PROSPECTUS 7,500,000 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-282622 PROSPECTUS 7,500,000 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of up to 7,500,000 shares of our Common Stock, $0.0001 par value (“Common Stock”) of Sable Offshore

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 8 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospectu

October 30, 2024

October 30, 2024 Via EDGAR Transmission Securities and Exchange Commission 100 F Street, N.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sable Offshore Corp.

SOC / Sable Offshore Corp. / Sarofim Christopher Binyon - SC 13D/A Activist Investment

SC 13D/A 1 d881061dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sable Offshore Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 78574H104 (CUSIP Number) Christopher B. Sarofim c/o Sable Offshore Corp. 700 Milam Street, Suite 3300, Houston, Texas 77002 (713) 579

Power of Attorney (included on signature page of this registration statement).

Table of Contents As filed with the Securities and Exchange Commission on October 11, 2024.

Form of Lockup Agreement

Exhibit 10.35 Lock-Up Agreement [ ], 2024 TD Securities (USA) LLC Intrepid Partners, LLC Jefferies LLC c/o TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 c/o Intrepid Partners, LLC 712 Fifth Avenue New York, NY 10019 c/o Jefferies LLC 520 Madison Avenue New York, NY 10022 Re: Proposed Private Placement by Sable Offshore Corp. (the “Company”) The Company understands that TD Se

SOC / Sable Offshore Corp. / FLORES JAMES C - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sable Offshore Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 78574H104 (CUSIP Number) James C. Flores 700 Milam Street, Suite 3300, Houston, Texas 77002 (713) 579-6106 (Name, Address and Telephone Number of Person Authorized

Sable Offshore Corp. Announces Redemption of Public Warrants

Exhibit 99.1 Sable Offshore Corp. Announces Redemption of Public Warrants HOUSTON, OCTOBER 3, 2024 — (BUSINESS WIRE)—Sable Offshore Corp. (NYSE: SOC, “Sable”, or the “Company”) today announced that the Company will redeem all of its outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), that were issued under

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 7 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospectu

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 6 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospectu

NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 78574H112)

Exhibit 99.2 October 3, 2024 NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 78574H112) Dear Public Warrant Holder, Sable Offshore Corp. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City time on November 4, 2024 (the “Redemption Date”), all of the Company’s outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s common stock, par value $0

Current Report

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): October 3, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission Fi

Form of Subscription Agreement

EX-10.1 2 d889240dex101.htm EX-10.1 Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 19th day of September, 2024, by and between Sable Offshore Corp., a Delaware corporation (“Sable”), and the subscriber party set forth on the signature page hereto (“Subscriber”). WHEREAS, prior to the date hereof, Sable entered

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): September 19, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission

Current Report

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): August 30, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission Fi

SABLE OFFSHORE CORP.

424B3 1 d894264d424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 5 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitali

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40111

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 4 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospectu

Sable Offshore Corp. Reports Second Quarter 2024 Financial and Operational Results

Exhibit 99.1 Sable Offshore Corp. Reports Second Quarter 2024 Financial and Operational Results Houston, August 13, 2024 – Sable Offshore Corp. (NYSE: SOC, “Sable,” or the “Company”) today announced its second quarter 2024 financial and operational results. Second Quarter 2024 Financial Highlights • Reported a net loss of $165.4 million for the quarter, primarily attributable to change in fair val

Results of Operations and Financial Condition

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): August 13, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission Fi

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 3 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospectu

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 10, 2024 Sable Offshore Corp

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 10, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission File

SABLE OFFSHORE CORP.

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-277072 Prospectus Supplement No. 2 (To Prospectus dated May 10, 2024) SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated May 10, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-277072). Capitalized terms used in this prospectu

Current Report

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): May 21, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Results of Operations and Financial Condition

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): May 15, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commission File

FORWARD LOOKING STATEMENTS The information in this presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this presentation, the words “could,” “should,” “will,” “ m

EX-99.2 Investor Presentation May 2024 Exhibit 99.2 FORWARD LOOKING STATEMENTS The information in this presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this presentation, the words “could,” “should,” “will,” “ may,” “ believe,” “ anticipate,” “ intend,” “ estimate,” “expect,” “project,” “continue,” “plan,” f

Sable Offshore Corp. Reports First Quarter 2024 Financial Results and Provides Operational Updates

EXHIBIT 99.1 Sable Offshore Corp. Reports First Quarter 2024 Financial Results and Provides Operational Updates Houston, May 15, 2024 – Sable Offshore Corp. (NYSE: SOC, “Sable,” or the “Company”) today announced its first quarter 2024 financial and operational results and near-term operational plans. First Quarter 2024 Financial Highlights • Completed business combination with Flame Acquisition Co

SABLE OFFSHORE CORP.

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission File

67,188,680 Shares of Common Stock Up to 25,431,370 Shares of Common Stock Issuable Upon Exercise of Warrants 11,056,370 Private Placement Warrants 1,024,900 Public Warrants

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-277072 PROSPECTUS 67,188,680 Shares of Common Stock Up to 25,431,370 Shares of Common Stock Issuable Upon Exercise of Warrants 11,056,370 Private Placement Warrants 1,024,900 Public Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Hol

Sable Offshore Corp. 845 Texas Avenue, Suite 2900 Houston, TX 77002

Sable Offshore Corp. 845 Texas Avenue, Suite 2900 Houston, TX 77002 May 9, 2024 Via EDGAR Transmission Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Office of Energy & Transportation Attn: Anuja A. Majmudar Daniel Morris Re: Sable Offshore Corp.   Amendment No. 2 to Registration Statement on Form S-1   Filed April 30, 2024   File No. 3

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sable Offshore Corp.

As filed with the Securities and Exchange Commission on April 29, 2024.

S-1/A Table of Contents As filed with the Securities and Exchange Commission on April 29, 2024.

Sable Offshore Corp. 845 Texas Avenue, Suite 2900 Houston, TX 77002

Sable Offshore Corp. 845 Texas Avenue, Suite 2900 Houston, TX 77002 April 29, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Office of Energy & Transportation Attention: Anuja A. Majmudar    Daniel Morris Re: Sable Offshore Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed April 12, 2024 File No. 333-27707

As filed with the Securities and Exchange Commission on April 19, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Sable Offshore Corp. (Exact name of Registrant a

Registration No. 333-    As filed with the Securities and Exchange Commission on April 19, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sable Offshore Corp. (Exact name of Registrant as specified in its charter) Delaware 85-3514078 (State or other jurisdiction of incorporation or organization) (I.R.S.

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Sable Offshore Corp.

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sable Offshore Corp.

Sable Offshore Corp. 845 Texas Avenue, Suite 2920 Houston, TX 77002

Sable Offshore Corp. 845 Texas Avenue, Suite 2920 Houston, TX 77002 April 12, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Office of Energy & Transportation Attention: Anuja A. Majmudar    Daniel Morris Re: Sable Offshore Corp. Registration Statement on Form S-1 Filed February 14, 2024 File No. 333-277072 To the address

As filed with the Securities and Exchange Commission on April 12 , 2024. Registration No. 333-277072 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT O

Table of Contents As filed with the Securities and Exchange Commission on April 12 , 2024.

SANTA YNEZ UNIT (SYU) COMBINED FINANCIAL STATEMENTS As of and for the years ended December 31, 2023 and 2022

EXHIBIT 99.1 SANTA YNEZ UNIT (SYU) COMBINED FINANCIAL STATEMENTS As of and for the years ended December 31, 2023 and 2022 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 298) 3 Combined Financial Statements Balance Sheets as of December 31, 2023 and 2022 4 Statements of Operations for the Years Ended December 31, 2023 and 2022 5 Statements of Changes in Parent Net Investme

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commissio

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the accompanying combined financial statements and related notes of the Santa Ynez Unit (“SYU”) included as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”). The discussion of historical results of operati

Sable Offshore Corp. Policy for Recovery of Erroneously Awarded Compensation.

EXHIBIT 97.1 SABLE OFFSHORE CORP. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Sable Offshore Corp. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of February 13, 2024 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy

Employment Agreement by and between Sable Offshore Corp. and Gregory Patrinely

EXHIBIT 10.40 SABLE OFFSHORE CORP. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) by and between Sable Offshore Corp., a Texas corporation (“Company”), and Gregory Patrinely (“Employee”) is entered into effective as of, and contingent upon, the merger of each Sable Offshore Holdings LLC and Sable Offshore Corp. into Flame Acquisition Corp. (the “Effective Date”). WHEREAS, Company des

Description of registered securities.

EXHIBIT 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Unless the context otherwise requires, references in this exhibit to “we,” “our,” and the “Company” refer to Sable Offshore Corp. (formerly known as Flame Acquisition Corp. (“Flame”)) and its consolidated subsidiaries. The following summary of the material terms of our ca

Employment Agreement by and between Sable Offshore Corp. and Anthony C. Duenner

EXHIBIT 10.43 SABLE OFFSHORE CORP. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) by and between Sable Offshore Corp., a Texas corporation (“Company”), and Anthony C. Duenner (“Employee”) is entered into effective as of, and contingent upon, the merger of each Sable Offshore Holdings LLC and Sable Offshore Corp. into Flame Acquisition Corp. (the “Effective Date”). WHEREAS, Company de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from      to      Commission file number:

Employment Agreement by and between Sable Offshore Corp. and Doss R. Bourgeois

EXHIBIT 10.42 SABLE OFFSHORE CORP. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) by and between Sable Offshore Corp., a Texas corporation (“Company”), and Doss R. Bourgeois (“Employee”) is entered into effective as of, and contingent upon, the merger of each Sable Offshore Holdings LLC and Sable Offshore Corp. into Flame Acquisition Corp. (the “Effective Date”). WHEREAS, Company des

Employment Agreement by and between Sable Offshore Corp. and James C. Flores

EXHIBIT 10.39 SABLE OFFSHORE CORP. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) by and between Sable Offshore Corp., a Texas corporation (“Company”), and James C. Flores (“Employee”) is entered into effective as of, and contingent upon, the merger of each Sable Offshore Holdings LLC and Sable Offshore Corp. into Flame Acquisition Corp. (the “Effective Date”). WHEREAS, Company desir

Employment Agreement by and between Sable Offshore Corp. and J. Caldwell Flores

EXHIBIT 10.41 SABLE OFFSHORE CORP. EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) by and between Sable Offshore Corp., a Texas corporation (“Company”), and J. Caldwell Flores (“Employee”) is entered into effective as of, and contingent upon, the merger of each Sable Offshore Holdings LLC and Sable Offshore Corp. into Flame Acquisition Corp. (the “Effective Date”). WHEREAS, Company de

SOC / Sable Offshore Corp. / Pilgrim Global ICAV Passive Investment

SC 13G 1 d1101030713-g.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.) Sable Offshore Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 78574H104 (CUSIP Number) Februa

FLME / Flame Acquisition Corp. / ADAGE CAPITAL PARTNERS GP, L.L.C. - SABLE OFFSHORE CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sable Offshore Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 33850F108 (CUSIP Number) February 14, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to

FLORES JAMES C - SC 13D

SC 13D 1 d795697dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.  )* Sable Offshore Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 78574H104 (CUSIP Number) James C. Flores 700 Milam Street, Suite 3300, Houston, Texas 77002 (713) 579-6106 (Name, Address and Telephone Nu

Sarofim Christopher Binyon - SC 13D

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Sable Offshore Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 78574H104 (CUSIP Number) Christopher B. Sarofim c/o Sable Offshore Corp. 700 Milam Street, Suite 3300, Houston, Texas 77002 (713) 579-6106 (Name, Address and Telephon

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 26, 2024, pursuant to the provisions of Rule 12d2-2 (a).

Amended and Restated Bylaws of Sable Offshore Corp.

Exhibit 3.2 Amended and Restated Bylaws of Sable Offshore Corp. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting. 1 2.5 Notice of Nominations for Election to the Bo

FLME / Flame Acquisition Corp. / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d763839dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Flame Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 33850F108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Ch

Purchase and Sale Agreement between Exxon Mobil Corporation, Mobil Pacific Pipeline Company and Sable Offshore Corp., dated as of November 1, 2022, as amended by the First Amendment to Purchase and Sale Agreement, dated as of June 13, 2023 and the Second Amendment to Purchase and Sale Agreement, dated as of December 15, 2023.

Exhibit 10.27 PURCHASE AND SALE AGREEMENT BETWEEN EXXON MOBIL CORPORATION MOBIL PACIFIC PIPELINE COMPANY AND SABLE OFFSHORE CORP. EFFECTIVE TIME: JANUARY 1, 2022 as amended by FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT dated as of June 13, 2023 as amended by SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT dated as of December 15, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1

Second Amended and Restated Certificate of Incorporation of Sable Offshore Corp.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FLAME ACQUISITION CORP. Flame Acquisition Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Flame Acquisition Corp. The Corporation was incorporated under the name Flame Acqui

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries • Pacific Pipeline Company • Pacific Offshore Pipeline Company

Form of Indemnity Agreement.

Exhibit 10.33 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of     , 202 , by and between Sable Offshore Corp., a Delaware corporation (the “Company”), and , [a member of the Board of Directors][an officer][an employee][an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements

Senior Secured Term Loan Agreement, dated as of February 14, 2024, by and among Sable Offshore Corp. (f/k/a Flame Acquisition Corp., Exxon Mobil Corporation and Alter Domus Products Corp.)

Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made.

Registration Rights Agreement, dated as of February 14, 2024, by and among Sable Offshore Corp. (f/k/a Flame Acquisition Corp.) and the undersigned party listed under Holder on the signature page thereto.

Exhibit 10.31 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2024, is made and entered into by and between Sable Offshore Corp. (f/k/a Flame Acquisition Corp.), a Delaware corporation (the “Company”) and the undersigned party listed under Holder on the signature page hereto (the “Holder”). RECITALS WHEREAS, on October 26, 2022, the Hol

Sable Offshore Corp. 2023 Incentive Award Plan.

Exhibit 10.32 SABLE OFFSHORE CORP. 2023 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan

Code of Business Conduct and Ethics of Sable Offshore Corp.

Exhibit 14.1 SABLE OFFSHORE CORP. CODE OF BUSINESS CONDUCT AND ETHICS Adopted February 13, 2024 In accordance with the requirements of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”), the Board of Directors (the “Board”) of Sable Offshore Corp. (the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) to encourage: • Honest and ethica

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2024 Sable Offshore Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation or or

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Current Report on Form 8-K to which this Unaudited Pro Forma Combined Financial Information is attached (the “Form 8-K”) or, if such terms are not defined in the Form 8-K, then such terms shall have the meanings ascribed to them in the proxy

FLME / Flame Acquisition Corp. / Fort Baker Capital Management LP - FORTBAKERFLME13GA1 Passive Investment

fortbakerflme13ga1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Flame Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 33850F108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) x Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 1

Agreement and Plan of Merger, dated as of November 2, 2022, by and among Flame Acquisition Corp., Sable Offshore Corp. and Sable Offshore Holdings LLC, as amended by the First Amendment to Agreement and Plan of Merger, dated as of December 22, 2022 and the Second Amendment to Agreement and Plan of Merger, dated as of June 30, 2024

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of November 2, 2022 by and among FLAME ACQUISITION CORP. SABLE OFFSHORE CORP. and SABLE OFFSHORE HOLDINGS LLC as amended by FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of December 22, 2022 and SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.01 Definit

Letter from Marcum to the Securities and Exchange Commission.

Exhibit 16.1 February 14, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Sable Offshore Corp. (formerly known as Flame Acquisition Corp.) under Item 4.01 of its Form 8-K dated February 14, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with oth

As filed with the Securities and Exchange Commission on February 14, 2024. Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sable Offshor

Table of Contents As filed with the Securities and Exchange Commission on February 14, 2024.

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sable Offshore Corp.

FLME / Flame Acquisition Corp. / Hartree Partners, LP - SCHEDULE 13G (AMENDMENT NO. 1) Passive Investment

SC 13G/A 1 f021324a.htm SCHEDULE 13G (AMENDMENT NO. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G AMENDMENT NO. 1 Under the Securities Exchange Act of 1934 Flame Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 33850F108 (CUSIP Number) 12/31/2023 (Date of Event which Requires Filing of this

Regulation FD Disclosure, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2024 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation or

FLAME ACQUISITION CORP. ANNOUNCES STOCKHOLDER APPROVAL OF BUSINESS COMBINATION WITH SABLE OFFSHORE CORP.

Exhibit 99.1 FLAME ACQUISITION CORP. ANNOUNCES STOCKHOLDER APPROVAL OF BUSINESS COMBINATION WITH SABLE OFFSHORE CORP. Houston, TX. – Flame Acquisition Corp. (“Flame”) today announced the results for the proposals considered and voted upon by its stockholders at its special meeting on February 12, 2024. Flame reported that all of the proposals submitted to its stockholders in connection with the pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2024 Flame Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2024 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation or

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2024 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation or

FLME / Flame Acquisition Corp. / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G/A 1 flmea120124.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Flame Acquisition Corp Cl A (Name of Issuer) (Title of Class of Securities) 33850F108 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

FLME / Flame Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G 1 d455527dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Flame Acquisition Corp. 33850F108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 1

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Flame Acquisition Corp. dated as of January 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) un

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Flame Acquisition Corp. 700 Milam Street, Suite 3300 Houston, TX 77002

Flame Acquisition Corp. 700 Milam Street, Suite 3300 Houston, TX 77002 January 25, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Attention: John Hodgin Lily Dang Jenifer Gallagher Anuja A. Majmudar Kevin Dougherty Re: Flame Acquisition Corp. Amendment No. 7 to Preliminary Proxy Statement on Schedule 14A Filed January 16,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 8)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 8) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

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): January 12, 2024 Flame Acquisitio

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): January 12, 2024 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commissio

Form of Holdco PIPE Subscription Agreement Amendment.

Exhibit 10.1 AMENDMENT NO. [•] TO SUBSCRIPTION AGREEMENT This Amendment No. [•], entered into this [•] day of January, 2024 (this “Amendment”), to the Subscription Agreement, entered into on [•] [and subsequently amended by [•]] ([as amended,] the “Original Agreement”), is by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth

Form of Flame PIPE Subscription Agreement.

Exhibit 10.3 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of January, 2024, by and among Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), Flame Acquisition Corp., a Delaware corporation (“Flame”) and the subscriber party set forth on the signature page hereto (“Subscriber”). WHEREAS, on November 1, 2022

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 12, 2024 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commissio

Form of Additional Holdco PIPE Subscription Agreement.

Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [•] day of [•], 202[•], by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page hereto (“Subscriber”). WHEREAS, on November 1, 2022, Sable Offshore Corp., a Texas corporation and wholly owne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 7)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 7) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

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): December 15, 2023 Flame Acquisiti

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): December 15, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commissi

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): December 15, 2023 Flame Acquisiti

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): December 15, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commissi

Form of Additional Sable PIPE Subscription Agreement.

Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [•] day of [•], 2023, by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page hereto (“Subscriber”). WHEREAS, on November 1, 2022, Sable Offshore Corp., a Texas corporation

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): December 12, 2023 Flame Acquisiti

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): December 12, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commissi

Form of Additional Sable PIPE Subscription Agreement.

Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [•] day of [•], 2023, by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page hereto (“Subscriber”). WHEREAS, on November 1, 2022, Sable Offshore Corp., a Texas corporation

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): December 12, 2023 Flame Acquisiti

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): December 12, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commissi

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): December 13, 2023 Flame Acquisiti

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): December 13, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commissi

Disclaimer CONFIDENTIALITY The information in this presentation, together with oral statements made in connection herewith, is highly confidential. The distribution of this presentation by an authorized recipient to any other person is unauthorized.

Exhibit 99.1 Sable Offshore Corp. Investor Presentation December 2023 Disclaimer CONFIDENTIALITY The information in this presentation, together with oral statements made in connection herewith, is highly confidential. The distribution of this presentation by an authorized recipient to any other person is unauthorized. Any photocopying, disclosure, reproduction or alteration of the contents of this

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 13, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commissi

Disclaimer CONFIDENTIALITY The information in this presentation, together with oral statements made in connection herewith, is highly confidential. The distribution of this presentation by an authorized recipient to any other person is unauthorized.

Exhibit 99.1 Sable Offshore Corp. Investor Presentation December 2023 Disclaimer CONFIDENTIALITY The information in this presentation, together with oral statements made in connection herewith, is highly confidential. The distribution of this presentation by an authorized recipient to any other person is unauthorized. Any photocopying, disclosure, reproduction or alteration of the contents of this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5)

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Flame Acquisition Corp. 700 Milam Street, Suite 3300 Houston, TX 77002

Flame Acquisition Corp. 700 Milam Street, Suite 3300 Houston, TX 77002 November 6, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Attention: John Hodgin Lily Dang Jenifer Gallagher Anuja A. Majmudar Kevin Dougherty Re: Flame Acquisition Corp. Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A Filed October 13,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Flame Acquisition Corp. 700 Milam Street, Suite 3300 Houston, TX 77002

Flame Acquisition Corp. 700 Milam Street, Suite 3300 Houston, TX 77002 October 13, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Attention: John Hodgin Lily Dang Jenifer Gallagher Anuja A. Majmudar Kevin Dougherty Re: Flame Acquisition Corp. Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A Filed September 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Flame Acquisition Corp. 700 Milam Street, Suite 3300 Houston, TX 77002

Flame Acquisition Corp. 700 Milam Street, Suite 3300 Houston, TX 77002 September 14, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Attention: John Hodgin Lily Dang Jenifer Gallagher Anuja A. Majmudar Kevin Dougherty Re: Flame Acquisition Corp. Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed January 2

Promissory Note, dated August 30, 2023, issued by Flame Acquisition Corp to Flame Acquisition Sponsor LLC.

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

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): August 29, 2023 Flame Acquisition

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): August 29, 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

FLAME ACQUISITION CORP. ANNOUNCES STOCKHOLDER APPROVAL OF EXTENSION PROPOSAL

Exhibit 99.1 FLAME ACQUISITION CORP. ANNOUNCES STOCKHOLDER APPROVAL OF EXTENSION PROPOSAL HOUSTON, TX. – Flame Acquisition Corp. (“Flame”) today announced the results for the proposal considered and voted upon by its stockholders at its special meeting on August 29, 2023. Flame reported that the proposal to amend Flame’s amended and restated certificate of incorporation to extend the date by which

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): August 29, 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

Promissory Note issued in favor of Flame Acquisition Sponsor LLC, dated August 30, 2023.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Amendment to the Amended and Restated Certificate of Incorporation of Flame.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FLAME ACQUISITION CORP. Flame Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: 1. The name of the corporation is Flame Acquisition Corp. The corporation was originally incorporated

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 30, 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

Regulation FD Disclosure, Unregistered Sales of Equity Securities

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): August 22, 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

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): August 22, 2023 Flame Acquisition

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): August 22, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40111

FLME / Flame Acquisition Corp - Class A / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Flame Acquisition Corp. 33850F108 (CUSIP Number) August 8, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Flame Acquisition Corp. dated as of August 11, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) und

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): August 10, 2023 Flame Acquisition

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): August 10, 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

Disclaimer CONFIDENTIALITY The information in this presentation, together with oral statements made in connection herewith, is highly confidential. The distribution of this presentation by an authorized recipient to any other person is unauthorized.

EX-99.1 Exhibit 99.1 Sable Offshore Corp. Investor Presentation August 2023 Disclaimer CONFIDENTIALITY The information in this presentation, together with oral statements made in connection herewith, is highly confidential. The distribution of this presentation by an authorized recipient to any other person is unauthorized. Any photocopying, disclosure, reproduction or alteration of the contents o

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): August 10, 2023 Flame Acquisition

DEFA14A 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): August 10, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 31, 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 F

Form of Subscription Agreement Amendment.

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This Amendment No. 1, entered into this day of July, 2023 (this “Amendment”), to the Subscription Agreement, entered into on November 1, 2022 (the “Original Agreement”), is by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page heret

Form of Subscription Agreement Amendment.

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This Amendment No. 1, entered into this day of July, 2023 (this “Amendment”), to the Subscription Agreement, entered into on November 1, 2022 (the “Original Agreement”), is by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page heret

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 31, 2023 Flame Acquisition C

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 31, 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 F

Form of Subscription Agreement Amendment.

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This Amendment No. 1, entered into this day of July, 2023 (this “Amendment”), to the Subscription Agreement, entered into on November 1, 2022 (the “Original Agreement”), is by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page heret

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 C

DEFA14A 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) (Comm

Form of Subscription Agreement Amendment.

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This Amendment No. 1, entered into this day of July, 2023 (this “Amendment”), to the Subscription Agreement, entered into on November 1, 2022 (the “Original Agreement”), is by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature page heret

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 F

Form of Subscription Agreement Amendment.

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This Amendment No. 1, entered into this day of July, 2023 (this “Amendment”), to the Subscription Agreement, entered into on November 1, 2022 (the “Original Agreement”), is by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature pa

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 17, 2023 Flame Acquisition C

DEFA14A 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 17, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Comm

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 17, 2023 Flame Acquisition C

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 17, 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 F

AMENDMENT NO. 1 SUBSCRIPTION AGREEMENT

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This Amendment No. 1, entered into this day of July, 2023 (this “Amendment”), to the Subscription Agreement, entered into on November 1, 2022 (the “Original Agreement”), is by and between Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”), and the subscriber party set forth on the signature pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Second Amendment to Agreement and Plan of Merger, dated June 30, 2023, by and among Flame Acquisition Corp., Sable Offshore Corp. and Sable Offshore Holdings, LLC.

Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is entered into as of June 30, 2023, by and among Flame Acquisition Corp., a Delaware corporation (“Acquiror”), Sable Offshore Corp., a Texas corporation (“SOC”), and Sable Offshore Holdings LLC, a Delaware limited liability company (the “Holdco” and together

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 30, 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 F

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): June 30, 2023 Flame Acquisition C

DEFA14A 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): June 30, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Comm

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): June 22, 2023 Flame Acquisition C

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): June 22, 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 F

Promissory Note, dated June 22, 2023, issued by Flame Acquisition Corp to Flame Acquisition Sponsor LLC.

EXHIBIT 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Promissory Note issued in favor of Flame Acquisition Sponsor LLC, dated June 22, 2023.

EXHIBIT 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Financial Statements and Exhibits, Other Events

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): June 13, 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 F

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): June 13, 2023 Flame Acquisition C

DEFA14A 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): June 13, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Comm

FLME / Flame Acquisition Corp - Class A / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Flame Acquisition Corp Cl A (Name of Issuer) (Title of Class of Securities) 33850F108 (CUSIP Number) May 26, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-

Promissory Note, dated May 12, 2023, issued by Flame Acquisition Corp to Flame Acquisition Sponsor LLC.

EX-10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Promissory Note issued in favor of Flame Acquisition Sponsor LLC, dated May 12, 2023.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

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): May 12, 2023 Flame Acquisition Co

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): May 12, 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4011

FLME / Flame Acquisition Corp - Class A / Sculptor Capital LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Flame Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 33850F108 (CUSIP Number) May 2, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40111

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

EX-10.3 Exhibit 10.3 FLAME ACQUISITION CORP. AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note (this “Amendment”), effective as of March 29, 2023, is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Maker”), and Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”). Recitals WHEREAS, the Payee is ho

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.

EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 to Letter Agreement (the “Amendment”) is made and entered into as of March 24, 2023 (the “Effective Date”) and amends that certain Letter Agreement, dated as of February 24, 2021 (the “Letter Agreement”), by and among Flame Acquisition Corp., a Delaware corporation (the “Company”), Flame Acquisition Sponsor LLC, a Delawa

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

Exhibit 10.4 FLAME ACQUISITION CORP. AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note (this “Amendment”), effective as of March 29, 2023, is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Maker”), and Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”). Recitals WHEREAS, the Payee is holder of

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.

EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 to Letter Agreement (the “Amendment”) is made and entered into as of March 24, 2023 (the “Effective Date”) and amends that certain Letter Agreement, dated as of February 24, 2021 (the “Letter Agreement”), by and among Flame Acquisition Corp., a Delaware corporation (the “Company”), Flame Acquisition Sponsor LLC, a Delawa

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

Exhibit 10.4 FLAME ACQUISITION CORP. AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note (this “Amendment”), effective as of March 29, 2023, is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Maker”), and Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”). Recitals WHEREAS, the Payee is holder of

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

Exhibit 10.2 FLAME ACQUISITION CORP. AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note (this “Amendment”), effective as of March 29, 2023, is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Maker”), and Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”). Recitals WHEREAS, the Payee is holder of

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

EX-10.3 Exhibit 10.3 FLAME ACQUISITION CORP. AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note (this “Amendment”), effective as of March 29, 2023, is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Maker”), and Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”). Recitals WHEREAS, the Payee is ho

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): March 24, 2023 Flame Acquisition

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): March 24, 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

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

EX-10.2 Exhibit 10.2 FLAME ACQUISITION CORP. AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note (this “Amendment”), effective as of March 29, 2023, is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Maker”), and Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”). Recitals WHEREAS, the Payee is ho

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): March 24, 2023 Flame Acquisition

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): March 24, 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

Investor Presentation, dated March 21, 2023.

Exhibit 99.1 Sable Offshore Corp. Investor Presentation March 2023 Disclaimer CONFIDENTIALITY The information in this presentation, together with oral statements made in connection herewith, is highly confidential. The distribution of this presentation by an authorized recipient to any other person is unauthorized. Any photocopying, disclosure, reproduction or alteration of the contents of this pr

Sable Offshore Corp. Investor Presentation March 2023

EX-99.1 Exhibit 99.1 Sable Offshore Corp. Investor Presentation March 2023 Disclaimer CONFIDENTIALITY The information in this presentation, together with oral statements made in connection herewith, is highly confidential. The distribution of this presentation by an authorized recipient to any other person is unauthorized. Any photocopying, disclosure, reproduction or alteration of the contents of

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): March 21, 2023 Flame Acquisition

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): March 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

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): March 21, 2023 Flame Acquisition

DEFA14A 1 d446331ddefa14a.htm DEFA14A 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): March 21, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other juris

Amendment to the Amended and Restated Certificate of Incorporation of Flame.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FLAME ACQUISITION CORP. Flame Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: 1. The name of the corporation is Flame Acquisition Corp. The corporation was originally incor

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): February 27, 2023 Flame Acquisiti

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): February 27, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (Commissi

FLAME ACQUISITION CORP. ANNOUNCES STOCKHOLDER APPROVAL OF EXTENSION PROPOSAL

Exhibit 99.1 FLAME ACQUISITION CORP. ANNOUNCES STOCKHOLDER APPROVAL OF EXTENSION PROPOSAL HOUSTON, TX. – Flame Acquisition Corp. (“Flame”) today announced the results for the proposal considered and voted upon by its stockholders at its special meeting on February 27, 2023. Flame reported that the proposal to amend Flame’s amended and restated certificate of incorporation to extend the date by whi

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): February 27, 2023 Flame Acquisiti

DEFA14A 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): February 27, 2023 Flame Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40111 85-3514078 (State or other jurisdiction of incorporation) (