SEC Form 8-K Summary
Business Context and Reporting Period
The filing is by Flame Acquisition Corp., a special purpose acquisition company (SPAC), although the request metadata identifies Sable Offshore Corp. The report concerns events beginning May 25, 2021, and was signed and filed on June 1, 2021. The company’s securities were listed on the New York Stock Exchange under FLME.U, FLME, and FLME.WS.
Material Event and Listing Compliance
- Following the SEC’s April 12, 2021 statement regarding accounting treatment for SPAC warrants, the company delayed filing its Form 10-Q for the quarter ended March 31, 2021 while reviewing the impact of the guidance.
- On May 25, 2021, the NYSE notified the company that it was not in compliance with Section 802.01E of the NYSE Listed Company Manual because the Form 10-Q had not been timely filed.
- The notice had no immediate effect on the listing or trading of the company’s securities and provided six months to regain compliance.
- The company filed its Form 10-Q on May 28, 2021. The NYSE subsequently confirmed that the company had regained compliance.
- The company issued a June 1, 2021 press release announcing the restored compliance, filed as Exhibit 99.1.
Financial Metrics and Liquidity
The filing does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics. The filing references the delayed Form 10-Q but does not reproduce its financial statements or quantitative results.
Guidance, Outlook, Risks, and Unusual Items
- The principal unusual item was the delayed quarterly filing caused by the ongoing review of accounting and reporting implications for the company’s warrants.
- The filing does not provide financial guidance or an operating outlook.
- The temporary NYSE noncompliance created a listing-related risk, but compliance was restored after the Form 10-Q was filed.
- The SEC warrant-accounting review may have affected the company’s financial reporting; the specific accounting conclusions and impacts are not stated in this filing.
Investor Verification Checklist
- Verify the identity of the registrant, because the filing identifies Flame Acquisition Corp., not Sable Offshore Corp.
- Review the Form 10-Q for the quarter ended March 31, 2021 for the company’s actual financial condition, warrant accounting, and liquidity.
- Confirm the NYSE correspondence and the dates on which noncompliance and restored compliance were recorded.
- Review Exhibit 99.1, the June 1, 2021 press release, for management’s discussion of the compliance matter.
- Assess whether the warrant accounting review resulted in restatements, valuation changes, or other reporting adjustments.