---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-085506"
form_type: "8-K"
ticker: "SOC"
cik: "0001831481"
company_name: "Sable Offshore Corp."
filed_at: "2023-03-30T23:59:59+00:00"
generated_at: "2026-06-17T09:38:54.262746+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Flame Acquisition Corp. raises Sponsor loan conversion cap to $3.5M; amends promissory notes for warrant conversion

## Summary
- Amendment to Letter Agreement increases convertible Sponsor loan limit from $1.5M to $3.5M.
- Three promissory notes totaling $905,000 amended to allow conversion into warrants at $1.00 per warrant.
- Conversion applies to warrants of the post-business combination entity.
- Amendments effective March 24 and March 29, 2023.

## SEC filing metadata
- accession: 0001193125-23-085506
- form_type: 8-K
- ticker: SOC
- cik: 0001831481
- company_name: Sable Offshore Corp.
- filed_at: 2023-03-30T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1831481/000119312523085506/0001193125-23-085506-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831481/000119312523085506/d306631d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-085506
- JSON: https://secwatch.observer/filing/0001193125-23-085506.json
- Plain text: https://secwatch.observer/filing/0001193125-23-085506.txt

## Key facts
- Material Agreements
  Sable Offshore Corp. entered into Amendment No. 1 to the Letter Agreement with Flame Acquisition Sponsor LLC, FL Co-Investment LLC, Intrepid Financial Partners L.L.C. and the individuals party to the Letter Agreement valued at up to $3,500,000 (effective 2023-03-24).
  - Action: entry
  - Counterparty: Flame Acquisition Sponsor LLC, FL Co-Investment LLC, Intrepid Financial Partners L.L.C. and the individuals party to the Letter Agreement
  - Value: up to $3,500,000
  - Effective: 2023-03-24
  source text: On March 24, 2023, Flame, Flame Acquisition Sponsor LLC (“Sponsor”), FL Co-Investment LLC, Intrepid Financial Partners L.L.C. and the individuals party to that certain Letter Agreement, dated as of February 24, 2021 (the “Letter Agreement”), entered into Amendment No. 1 to the Letter Agreement (the “Amendment”), to amend the Letter Agreement to provide that up to $3,500,000 (rather than $1,500,000) of Sponsor loans to fund Flame’s expenses associated with its formation, initial public offering and the identification, investigation and completion of an initial Business Combination (excluding any Sponsor loan to Flame that is designated to be used by Flame to pay or advance out-of-pocket expenses of a target in connection with a proposed Business Combination) may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312523085506/0001193125-23-085506-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.