--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-036506" form_type: "8-K" ticker: "SOC" cik: "0001831481" company_name: "Sable Offshore Corp." filed_at: "2024-02-14T23:59:59+00:00" generated_at: "2026-06-06T02:34:40.537137+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Sable Offshore Corp. completes SPAC merger, acquires Exxon's Santa Ynez assets, raises $440M PIPE ## Summary - Flame Acquisition Corp. merges with Sable Offshore, acquires Santa Ynez Unit assets from ExxonMobil effective Feb 14, 2024. - PIPE raised $440.2M (44,024,910 shares at $10); $125M investor defaulted, replaced by $55M including $25M from CEO Flores. - Term loan from Exxon for $622.9M (principal $606.25M), 10% interest, secured by substantially all assets, matures 2027 or 90 days after production restart. - 150,823 shares redeemed for ~$1.6M ($10.44/share); post-close shares outstanding 60,166,269. - Name change to Sable Offshore Corp.; common stock and warrants trade on NYSE as SOC and SOC.WS starting Feb 15, 2024. ## SEC filing metadata - accession: 0001193125-24-036506 - form_type: 8-K - ticker: SOC - cik: 0001831481 - company_name: Sable Offshore Corp. - filed_at: 2024-02-14T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 5.06, 3.02, 2.03, 3.03, 5.03, 4.01, 5.01, 5.02, 5.05, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1831481/000119312524036506/0001193125-24-036506-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831481/000119312524036506/d737623d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-036506 - JSON: https://secwatch.observer/filing/0001193125-24-036506.json - Plain text: https://secwatch.observer/filing/0001193125-24-036506.txt ## Key facts - Auditor Changes Sable Offshore Corp. dismissed Marcum LLP as its auditor. - Action: dismissal - Auditor: Marcum LLP source text: On February 14, 2024 the Audit Committee dismissed Marcum LLP (“Marcum”), Flame’s independent registered public accounting firm prior to the Business Combination, as the Company’s independent registered public accounting firm effective immediately following the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2023, which will include audited financial statements for the year ended December 31, 2023, consisting only of the accounts of the pre-Business Combination special purpose acquisition company, Flame. evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524036506/0001193125-24-036506-index.htm - Governance Changes Sable Offshore Corp.: Board approved and adopted a new Code of Business Conduct and Ethics (effective 2024-02-14). - Change: code of ethics - Effective: 2024-02-14 source text: on February 14, 2024, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524036506/0001193125-24-036506-index.htm - Governance Changes Sable Offshore Corp.: Company amended and restated its certificate of incorporation effective as of the Closing (effective 2024-02-14). - Change: charter amendment - Effective: 2024-02-14 source text: On the Closing Date, in connection with the consummation of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing (the “A&R Charter”) evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524036506/0001193125-24-036506-index.htm - Governance Changes Sable Offshore Corp.: Company ceased to be a shell company as a result of the Business Combination (effective 2024-02-14). - Change: shell status - Effective: 2024-02-14 source text: As a result of the Business Combination, the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524036506/0001193125-24-036506-index.htm - Governance Changes Sable Offshore Corp.: Company amended and restated its bylaws effective as of the Closing (effective 2024-02-14). - Change: bylaw amendment - Effective: 2024-02-14 source text: and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524036506/0001193125-24-036506-index.htm - M&A Transactions Sable Offshore Corp. completed an acquisition involving Exxon Mobil Corporation and Mobil Pacific Pipeline Company for $606,250,000 term loan before certain specified purchase price adjustments (closed 2024-02-14). - Action: acquisition - Counterparty: Exxon Mobil Corporation and Mobil Pacific Pipeline Company - Consideration: $606,250,000 term loan before certain specified purchase price adjustments - Closing: 2024-02-14 source text: Loan Agreement”), pursuant to which SOC agreed to pay to Exxon, on or before the payment due date, $622,886,982. The Term Loan Agreement, among other things: • provides for a $606,250,000 term loan before certain specified purchase price adjustments; • will bear interest at ten percent (10.0%) per annum (computed on a 360-day year); • provides that, unless the evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524036506/0001193125-24-036506-index.htm - M&A Transactions Sable Offshore Corp. underwent a change of control involving Flame Acquisition Corp., Sable Offshore Holdings LLC, and Sable Offshore Corp. (Texas) (closed 2024-02-14). - Action: change of control - Counterparty: Flame Acquisition Corp., Sable Offshore Holdings LLC, and Sable Offshore Corp. (Texas) - Closing: 2024-02-14 source text: Pursuant to the Merger Agreement, on February 14, 2024, (i) Holdco merged with and into Flame, with Flame surviving such merger (the “Holdco Merger”) and (ii) SOC merged with and into Flame, with Flame surviving such merger (the “SOC Merger” and, together with the Holdco Merger, the “Mergers” and, along with the other transactions contemplated by the Merger Agreement, the “Business Combination”). evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524036506/0001193125-24-036506-index.htm - Material Agreements Sable Offshore Corp. entered into Agreement and Plan of Merger with Sable Offshore Holdings LLC valued at Business Combination consummated (effective 2024-02-14). - Action: entry - Agreement: merger - Counterparty: Sable Offshore Holdings LLC - Value: Business Combination consummated - Effective: 2024-02-14 source text: Flame entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 2, 2022 (as amended on December 22, 2022 and June 30, 2023), with Sable Offshore Corp., a Texas corporation (“SOC”), and Sable Offshore Holdings LLC, a Delaware limited liability company and parent company of SOC (“Holdco” and together with SOC, “Legacy Sable”). evidence_url: https://www.sec.gov/Archives/edgar/data/1831481/000119312524036506/0001193125-24-036506-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.