Flame Acquisition Corp. secures $520M in PIPE commitments for Sable Offshore merger

Sable Offshore Corp.

Total PIPE commitments increased to $520M from prior ~$355M, with new and amended subscription agreements.
Holdco entered amendments raising max Class B shares from 40M to 52.5M, adding $71.95M in commitments.
New Additional Holdco PIPE agreement adds $165.05M (16.505M shares at $10 each).
Flame PIPE subscription agreement adds $100M (10M shares at $10 each), conditioned on merger closing.
PIPE closings expected concurrently with merger; agreements terminate if not closed by March 1, 2024.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Sable Offshore Corp. amended Holdco PIPE Subscription Agreement Amendment with Holdco PIPE Investors valued at $71,950,000 (effective 2024-01-12).

Action: amendment
Agreement: equity purchase
Counterparty: Holdco PIPE Investors
Value: $71,950,000
Effective: 2024-01-12

Exact text from the filing

On January 12, 2024, Holdco entered into amendments to certain Initial Holdco PIPE Subscription Agreements and Additional Holdco PIPE Subscription Agreements (each a “Holdco PIPE Subscription Agreement Amendment”) representing an aggregate commitment amount of $71,950,000

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Sable Offshore Corp. entered into Flame PIPE Subscription Agreements with certain investors valued at $100,000,000 (effective 2024-01-12).

Action: entry
Agreement: equity purchase
Counterparty: certain investors
Value: $100,000,000
Effective: 2024-01-12

Exact text from the filing

pursuant to which the Flame PIPE Investors agreed to purchase, in the aggregate, 10,000,000 shares of Flame Common Stock at a price of $10.00 per share, for an aggregate commitment amount of $100,000,000

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Sable Offshore Corp. entered into Additional Holdco PIPE Subscription Agreements with new Additional Holdco PIPE Investors valued at approximately $165,050,000 (effective 2024-01-12).

Action: entry
Agreement: equity purchase
Counterparty: new Additional Holdco PIPE Investors
Value: approximately $165,050,000
Effective: 2024-01-12

Exact text from the filing

On January 12, 2024, Holdco entered into new Additional Holdco PIPE Subscription Agreements with new Additional Holdco PIPE Investors, pursuant to which the new Additional Holdco PIPE Investors agreed to purchase, in the aggregate, 16,505,000 Holdco Class B shares at a price of $10.00 per share, for an aggregate commitment amount of approximately $165,050,000

View on SEC.gov

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Sable Offshore Corp. filing history →

Source: SEC EDGAR

accession 0001193125-24-008586

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