--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-032310" form_type: "8-K" ticker: "SOC" cik: "0001831481" company_name: "Sable Offshore Corp." filed_at: "2024-02-12T23:59:59+00:00" generated_at: "2026-06-06T04:27:28.122333+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Flame stockholders approve Sable Offshore merger; $125M PIPE investor unable to fund ## Summary - All proposals approved for business combination with Sable Offshore Corp. at Feb 12 special meeting. - A PIPE investor committed $125M cannot fund due to foreign capital call issues; $53M replaced via additional PIPE, including $25M from CEO James C. Flores. - Trust account holds ~$62.2M after redemptions of 150,823 public shares. - Closing expected on or about Feb 14, 2024; combined company to trade as SOC on NYSE starting Feb 15. - Company still expects to meet $150M minimum cash threshold and close the deal. ## SEC filing metadata - accession: 0001193125-24-032310 - form_type: 8-K - ticker: SOC - cik: 0001831481 - company_name: Sable Offshore Corp. - filed_at: 2024-02-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 3.02, 8.01, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/d778604d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-032310 - JSON: https://secwatch.observer/filing/0001193125-24-032310.json - Plain text: https://secwatch.observer/filing/0001193125-24-032310.txt ## Key facts - Shareholder Votes Sable Offshore Corp. shareholders approved Approve provision of Proposed Charter requiring two-thirds vote to amend bylaws at the 2024-02-12 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-02-12 source text: 3E. To approve the provision of the Proposed Charter that would require the vote of at least two-thirds of the voting power of the Company’s outstanding shares of capital stock entitled to vote to amend the Company’s bylaws: For Against Abstain 11,246,968 377,958 500 evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm - Shareholder Votes Sable Offshore Corp. shareholders approved Approve and adopt changes to the Company’s certificate of incorporation reflected in the New Sable certificate of incorporation (the Proposed Charter) at the 2024-02-12 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-02-12 source text: 2. The Charter Proposal – To approve and adopt changes to the Company’s certificate of incorporation reflected in the New Sable certificate of incorporation (the “Proposed Charter”). For Against Abstain 11,263,064 361,858 504 evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm - Shareholder Votes Sable Offshore Corp. shareholders approved Approve adjournment of Special Meeting if necessary for further solicitation at the 2024-02-12 meeting. - Outcome: passed - Meeting: 2024-02-12 source text: 6. The Adjournment Proposal – To approve, the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Governance Proposal, the Incentive Plan Proposal or the NYSE Proposal. For Against Abstain 11,263,568 361,858 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm - Shareholder Votes Sable Offshore Corp. shareholders approved Approve an increase in the number of shares of authorized capital stock of the Company at the 2024-02-12 meeting. - Outcome: passed - Meeting: 2024-02-12 source text: 3C. To approve an increase in the number of shares of authorized capital stock of the Company: For Against Abstain 11,262,848 361,978 600 evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm - Shareholder Votes Sable Offshore Corp. shareholders approved Change the Company’s name from Flame Acquisition Corp. to Sable Offshore Corp. at the 2024-02-12 meeting. - Outcome: passed - Meeting: 2024-02-12 source text: 3A. To change the Company’s name from “Flame Acquisition Corp.” to “Sable Offshore Corp.”: For Against Abstain 11,263,068 361,858 500 evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm - Shareholder Votes Sable Offshore Corp. shareholders approved Approve and adopt the Sable Offshore Corp. 2023 Incentive Award Plan at the 2024-02-12 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-02-12 source text: 4. The Incentive Plan Proposal – To approve and adopt the Sable Offshore Corp. 2023 Incentive Award Plan. For Against Abstain 11,257,265 362,661 5,500 evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm - Shareholder Votes Sable Offshore Corp. shareholders approved Approve Business Combination, including adopting the Merger Agreement and approving the other transactions contemplated by the Merger Agreement, including the Merger at the 2024-02-12 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2024-02-12 source text: 1. The Business Combination Proposal – To approve, for purposes of complying with the General Corporation Law of the State of Delaware and the Company’s certificate of incorporation, the Business Combination, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement, including the Merger, and related agreements. For Against Abstain 11,263,464 361,858 104 evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm - Shareholder Votes Sable Offshore Corp. shareholders approved Approve the removal of certain provisions relating to the Company’s status as a special purpose acquisition company at the 2024-02-12 meeting. - Outcome: passed - Meeting: 2024-02-12 source text: 3B. To approve the removal of certain provisions relating to the Company’s status as a special purpose acquisition company: For Against Abstain 11,262,968 361,858 600 evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm - Shareholder Votes Sable Offshore Corp. shareholders approved Approve issuance of Common Stock to Companies’ members pursuant to Merger Agreement and PIPE Investment for NYSE listing compliance at the 2024-02-12 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2024-02-12 source text: 5. The NYSE Proposal – To approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of shares of the Company’s Common Stock to the Companies’ members pursuant to the Merger Agreement and the PIPE Investment (as defined below). For Against Abstain 11,262,778 362,148 500 evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm - Shareholder Votes Sable Offshore Corp. shareholders approved Approve provision of Proposed Charter requiring two-thirds vote to amend certain provisions at the 2024-02-12 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-02-12 source text: 3D. To approve the provision of the Proposed Charter that would require the vote of at least two-thirds of the total voting power of the Company’s outstanding shares of capital stock entitled to vote to amend certain provisions of the Proposed Charter: For Against Abstain 11,246,968 377,958 500 evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524032310/0001193125-24-032310-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.