Business Context and Reporting Period
This Form 8-K was filed by Flame Acquisition Corp., not Sable Offshore Corp. The report concerns the pricing and closing of Flame’s initial public offering and related transactions. The filing date is March 2, 2021, with events beginning February 24, 2021; the IPO closed March 1, 2021.
Flame is a special purpose acquisition company and had not yet completed an initial business combination. Its securities traded on the New York Stock Exchange under FLME.U, FLME and FLME.WS.
Key Financial and Capitalization Metrics
- IPO: 28,750,000 units sold at $10.00 per unit, generating gross proceeds of $287.5 million. Each unit included one Class A common share and one-half of a redeemable warrant.
- Public warrants: Each whole warrant is exercisable for one Class A share at $11.50 per share.
- Private placement: 7,750,000 private placement warrants were sold at $1.00 each, generating gross proceeds of $7.75 million.
- Trust account: $287.5 million was deposited with J.P. Morgan Chase Bank, N.A., with American Stock Transfer & Trust Company, LLC acting as trustee.
- Trust funding detail: The filing describes $281.75 million from IPO proceeds, including a $10.0625 million underwriter marketing fee, and $5.75 million from the private placement as deposited into trust.
- Revenue and profitability: The filing does not provide operating revenue, net income, margins or comparable-period financial statements.
- Cash flow and debt: The filing does not provide a cash-flow statement or report material debt. Trust-account funds are restricted except for permitted tax and trust-administration expenses.
Material Changes, Outlook and Risks
- The company entered into underwriting, warrant, trust, registration-rights, business-combination marketing and related sponsor agreements.
- Flame amended and restated its certificate of incorporation on February 26, 2021.
- Trust funds generally may be released only upon completion of an initial business combination, certain approved charter amendments followed by redemptions, or redemption of public shares if no business combination is completed within 24 months after the IPO closing.
- Private placement warrants have transfer restrictions until 30 days after the initial business combination, subject to permitted transfers. While held by initial investors or permitted transferees, they are not redeemable for cash and may be exercised on a cashless basis.
- The principal contingency is the company’s ability to identify and complete a qualifying business combination within the required 24-month period. If it fails to do so, public shares are subject to redemption, subject to applicable law.
- No acquisition target, operating guidance, revenue outlook or management forecast is provided in the filing.
Investor Verification Points
- Confirm the correct registrant: this source filing identifies Flame Acquisition Corp., whereas the request metadata identifies Sable Offshore Corp.
- Verify the IPO closing date, total units issued, warrant terms and the allocation of proceeds to the trust account.
- Review the accompanying registration statement and exhibits for sponsor economics, redemption rights, dilution, registration rights and business-combination restrictions.
- Confirm the 24-month deadline and the conditions governing release or redemption of trust-account funds.
- Do not infer operating performance from this filing; it contains no clear revenue, earnings, margin or operating cash-flow data.