Business Context and Reporting Period
This Form 8-K was filed by Flame Acquisition Corp. on February 7, 2023, reporting an event dated February 6, 2023. Flame Acquisition Corp. is a special purpose acquisition company seeking to complete an initial business combination. The filing metadata identifies Sable Offshore Corp., but the filing itself names Flame Acquisition Corp. as the registrant.
Material Financial and Capitalization Information
- On February 6, 2023, the company issued an unsecured, non-interest-bearing promissory note with a principal amount of $535,000 to Flame Acquisition Sponsor LLC.
- The note is repayable in full upon completion of the company’s initial business combination.
- The filing does not provide revenue, profit, cash flow, margin, debt-to-capital, or liquidity metrics beyond this obligation.
Material Changes and Terms
- The note creates a direct financial obligation and was disclosed under Items 1.01 and 2.03.
- If the company does not complete a business combination, the note generally will not be repaid and amounts owed will be forgiven, except to the extent the company has funds available outside its IPO trust account.
- Customary events of default would automatically accelerate the unpaid principal and other amounts due.
- The note was issued under the Section 4(a)(2) exemption from Securities Act registration.
Outlook, Risks, Contingencies, and Unusual Items
The obligation is contingent on the company’s ability to complete its initial business combination. Completion would require repayment of the note, while failure to complete a transaction could result in forgiveness subject to the company’s available non-trust-account funds. The filing provides no transaction target, completion timeline, operating forecast, or broader management outlook.
Key Facts for Investors to Verify
- Whether Flame Acquisition Corp. subsequently completes an initial business combination and whether the note is repaid.
- The amount of funds available outside the IPO trust account that could be used to repay the note if no business combination occurs.
- Any events of default or amendments to the promissory note.
- The distinction between the filing’s registrant, Flame Acquisition Corp., and the metadata reference to Sable Offshore Corp.
- Exhibit 10.1, the February 6, 2023 promissory note, for the complete contractual terms.