Each one in plain English, with the numbers worked through for a shareholder.
10 Nov 2022business combination● NeutralMajor
Flame filed a preliminary proxy statement for a shareholder vote on its merger with Sable Offshore Corp. and Sable Offshore Holdings LLC, under the agreement dated November 2, 2022. Sable's existing shares are cancelled for no consideration, and Holdco holders receive 3,000,000 Flame Class A shares in total. Initial PIPE investors committed $71.5M at $10.00 per share, with additional PIPE subscriptions capped at $400M in total. Public holders can redeem for a pro rata share of the trust, and the planned new NYSE symbols are SOC and SOC.WS. This is the formal start of the shareholder-approval process for the deal announced on 2022-11-02.
Flame Acquisition Corp agreed to merge with Sable Offshore Corp, which separately agreed to buy ExxonMobil's Santa Ynez Unit -- offshore Southern California oil platforms plus the onshore processing plant and pipeline that connect them to shore -- for $625 million, financed partly by a 5-year secured loan from Exxon itself. The merger would take Sable public via the SPAC.
Flame restated its financials again, this time reclassifying all of its redeemable Class A shares as temporary equity rather than splitting them between temporary and permanent equity -- part of the same SEC-guidance-driven wave of SPAC accounting corrections as its earlier warrant issue.
Flame briefly fell out of NYSE compliance for filing its Q1 2021 10-Q late -- a delay caused by new SEC guidance on SPAC warrant accounting -- then regained compliance the same week once the report was filed.
Flame Acquisition Corp -- a blank-check company (SPAC) that would later become Sable Offshore Corp -- issued a $365,000 no-interest sponsor loan to cover working capital while it searched for a merger target; it is repayable only if a deal closes, forgivable otherwise.
2 Mar 2021capital raising announcement● NeutralMajor
Flame Acquisition Corp., then a blank-check company, closed its IPO on March 1, 2021, selling 28,750,000 units at $10.00 each for $287,500,000 gross. Each unit had one Class A share and one-half of a warrant exercisable at $11.50. Another 7,750,000 private warrants were sold at $1.00 each ($7,750,000) to the sponsor and others. $287,500,000 was placed in a trust account, and the filing says the money is released only on a business combination or if public shares are redeemed. This is the start of the company's story, and no target had been named yet.
