---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-146087"
form_type: "8-K"
ticker: "SOC"
cik: "0001831481"
company_name: "Sable Offshore Corp."
filed_at: "2023-05-16T23:59:59+00:00"
generated_at: "2026-06-15T00:01:58.824997+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# Flame Acquisition Corp. issues $750K in promissory notes to sponsor for working capital

## Summary
- Two unsecured promissory notes issued to Flame Acquisition Sponsor LLC: $395,000 (Flame Expenses Note) and $355,000 (Sable Expenses Note).
- Notes are non-interest bearing, repayable only upon consummation of a business combination; otherwise forgiven except for funds outside trust.
- Sponsor may convert up to $395,000 of the Flame Expenses Note into working capital warrants at $1.00 per warrant upon business combination.
- Sable Expenses Note proceeds used for out-of-pocket expenses of Sable Offshore Corp. or Sable Offshore Holdings, LLC.

## SEC filing metadata
- accession: 0001193125-23-146087
- form_type: 8-K
- ticker: SOC
- cik: 0001831481
- company_name: Sable Offshore Corp.
- filed_at: 2023-05-16T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1831481/000119312523146087/0001193125-23-146087-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831481/000119312523146087/d433245d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-146087
- JSON: https://secwatch.observer/filing/0001193125-23-146087.json
- Plain text: https://secwatch.observer/filing/0001193125-23-146087.txt

## Key facts
- Debt Financings
  Sable Offshore Corp. incurred convertible notes of $395,000 with Flame Acquisition Sponsor LLC at do not bear interest maturing repayable in full upon consummation of the Company’s initial business combination.
  - Instrument: convertible notes
  - Principal: $395,000
  - Counterparty: Flame Acquisition Sponsor LLC
  - Rate: do not bear interest
  - Maturity: repayable in full upon consummation of the Company’s initial business combination
  - Event: incurrence
  source text: On May 12, 2023, Flame Acquisition Corp. (the “Company”) issued two unsecured promissory notes: (i) a promissory note (the “Flame Expenses Note”) in the principal amount of $395,000 to Flame Acquisition Sponsor LLC (the “Sponsor”) and (ii) a promissory note (the “Sable Expenses Note” and, together with the Flame Expenses Note, the “Notes”) in the principal amount of $355,000 to the Sponsor. The Notes do not bear interest and each of the Notes are repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312523146087/0001193125-23-146087-index.htm
- Debt Financings
  Sable Offshore Corp. incurred loan of $355,000 with Flame Acquisition Sponsor LLC at do not bear interest maturing repayable in full upon consummation of the Company’s initial business combination.
  - Instrument: loan
  - Principal: $355,000
  - Counterparty: Flame Acquisition Sponsor LLC
  - Rate: do not bear interest
  - Maturity: repayable in full upon consummation of the Company’s initial business combination
  - Event: incurrence
  source text: On May 12, 2023, Flame Acquisition Corp. (the “Company”) issued two unsecured promissory notes: (i) a promissory note (the “Flame Expenses Note”) in the principal amount of $395,000 to Flame Acquisition Sponsor LLC (the “Sponsor”) and (ii) a promissory note (the “Sable Expenses Note” and, together with the Flame Expenses Note, the “Notes”) in the principal amount of $355,000 to the Sponsor. The Notes do not bear interest and each of the Notes are repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312523146087/0001193125-23-146087-index.htm

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