---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-174360"
form_type: "8-K"
ticker: "SOC"
cik: "0001831481"
company_name: "Sable Offshore Corp."
filed_at: "2023-06-26T23:59:59+00:00"
generated_at: "2026-06-13T17:14:20.431019+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Flame Acquisition issues $150K in promissory notes to sponsor for working capital

## Summary
- Issued a $50,000 non-interest note (Flame Expenses Note) to sponsor for IPO and working capital costs.
- Issued a $100,000 non-interest note (Sable Expenses Note) to sponsor to pay Sable Offshore Corp. expenses.
- Both notes due upon business combination; forgiven without repayment if no combination.
- Sponsor may convert up to $50,000 of the Flame note into warrants at $1 per warrant, capped at 3.5M warrants.
- Notes are unsecured and contain standard events of default; principal repayable only from funds outside the trust account.

## SEC filing metadata
- accession: 0001193125-23-174360
- form_type: 8-K
- ticker: SOC
- cik: 0001831481
- company_name: Sable Offshore Corp.
- filed_at: 2023-06-26T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1831481/000119312523174360/0001193125-23-174360-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831481/000119312523174360/d454565d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-174360
- JSON: https://secwatch.observer/filing/0001193125-23-174360.json
- Plain text: https://secwatch.observer/filing/0001193125-23-174360.txt

## Key facts
- Debt Financings
  Sable Offshore Corp. incurred loan of $50,000 with Flame Acquisition Sponsor LLC at no interest maturing upon consummation of the Company’s initial business combination.
  - Instrument: loan
  - Principal: $50,000
  - Counterparty: Flame Acquisition Sponsor LLC
  - Rate: no interest
  - Maturity: upon consummation of the Company’s initial business combination
  - Event: incurrence
  source text: On June 22, 2023, Flame Acquisition Corp. (the “Company”) issued two unsecured promissory notes: (i) a promissory note (the “Flame Expenses Note”) in the principal amount of $50,000 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 $100,000 to the Sponsor.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312523174360/0001193125-23-174360-index.htm
- Debt Financings
  Sable Offshore Corp. incurred loan of $100,000 with Flame Acquisition Sponsor LLC at no interest maturing upon consummation of the Company’s initial business combination.
  - Instrument: loan
  - Principal: $100,000
  - Counterparty: Flame Acquisition Sponsor LLC
  - Rate: no interest
  - Maturity: upon consummation of the Company’s initial business combination
  - Event: incurrence
  source text: On June 22, 2023, Flame Acquisition Corp. (the “Company”) issued two unsecured promissory notes: (i) a promissory note (the “Flame Expenses Note”) in the principal amount of $50,000 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 $100,000 to the Sponsor.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312523174360/0001193125-23-174360-index.htm

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