secwatch / observer

Sable Offshore Corp. — fact timeline

Source-grounded facts extracted from Sable Offshore Corp.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

SOC Sable Offshore Corp. JSON
Material Agreements

Sable Offshore Corp. amended Amendment with Exxon Mobil Corporation valued at $30.0 million (effective 2026-06-22).

“On June 22, 2026, Sable Offshore Corp. (the “Company”) announced that the Company and Exxon Mobil Corporation (“Exxon”) entered into an amendment (the “Amendment”) to the Senior Secured Term Loan Agreement (the “Senior Secured Term Loan”) to, among other things, extend the Maturity Date”
Shareholder Votes

Sable Offshore Corp. shareholders approved Ratification of the appointment of Ham, Langston & Brezina, L.L.P., as the Company’s independent registered public accounting firm at the 2026-06-10 meeting.

“Ratification of the appointment of Ham, Langston & Brezina, L.L.P., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: Votes For Votes Against Abstentions 115,162,359 28,522 243,667”
Shareholder Votes

Sable Offshore Corp. shareholders approved Election of one Class II director at the 2026-06-10 meeting.

“Election of one Class II director to serve until the Company’s 2029 Annual Meeting of Stockholders, and until his successor is duly elected and qualified: Votes For Votes Against Abstentions Broker Non-votes Gregory P. Pipkin 78,146,530 1,507,507 15,327,544 20,452,967”
Earnings Releases

Sable Offshore Corp. reported first quarter 2026 results: net income net loss of $197.0 million.

“resumed sales of American oil from the Santa Ynez Unit in accordance with the Defense Production Act order from the U.S. Department of Energy. • Reported a net loss of $197.0 million, primarily driven by operating expenses associated with the resumption of oil transportation through the Santa Ynez Pipeline System (the “SYPS”) and the resumption of oil sales,”
Material Agreements

Sable Offshore Corp. entered into Sales Agreement with TD Securities (USA) LLC and Jefferies LLC valued at up to $250,000,000 (effective 2026-02-02).

“On February 2, 2026, Sable Offshore Corp. (the “Company”) entered into a Sales Agreement (the “Agreement”) with TD Securities (USA) LLC and Jefferies LLC, as agents (the “Agents”), under which the Company may offer and sell, from time to time at its sole discretion, an aggregate gross sale price of up to $250,000,000 of shares of its common stock”
Material Agreements

Sable Offshore Corp. amended Amendment (effective 2025-11-24).

“On November 24, 2025, the Company satisfied all the conditions to effectiveness of the Amendment, including the condition that the Company receive cash proceeds in an amount no less than $225,000,000, which the Company satisfied on November 12, 2025, with the successful private placement of $250,000,000 of the Company’s common stock, and the Amendment became effective.”
Governance Changes

Sable Offshore Corp.: Board approved and adopted a new Code of Business Conduct and Ethics (effective 2024-02-14).

“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.”
Governance Changes

Sable Offshore Corp.: Company amended and restated its bylaws effective as of the Closing (effective 2024-02-14).

“and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing.”
Governance Changes

Sable Offshore Corp.: Company amended and restated its certificate of incorporation effective as of the Closing (effective 2024-02-14).

“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”)”
Governance Changes

Sable Offshore Corp.: Company ceased to be a shell company as a result of the Business Combination (effective 2024-02-14).

“As a result of the Business Combination, the Company ceased to be a shell company.”
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).

“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”).”
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).

“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”
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).

“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”).”
Auditor Changes

Sable Offshore Corp. dismissed Marcum LLP as its auditor.

“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.”
Shareholder Votes

Sable Offshore Corp. shareholders approved Approve adjournment of Special Meeting if necessary for further solicitation at the 2024-02-12 meeting.

“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”
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.

“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”
Shareholder Votes

Sable Offshore Corp. shareholders approved Approve and adopt the Sable Offshore Corp. 2023 Incentive Award Plan at the 2024-02-12 meeting.

“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”
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.

“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”
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.

“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”
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.

“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”
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.

“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”
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.

“3A. To change the Company’s name from “Flame Acquisition Corp.” to “Sable Offshore Corp.”: For Against Abstain 11,263,068 361,858 500”
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.

“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”
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.

“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”
Material Agreements

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).

“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”
Material Agreements

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

“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”
Material Agreements

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

“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”
Material Agreements

Sable Offshore Corp. entered into Additional Sable PIPE Subscription Agreements with certain investors (the Additional Sable PIPE Investors) valued at approximately $180,450,000 (effective 2023-12-12).

“On December 12, 2023, Holdco entered into subscription agreements (the “Additional Sable PIPE Subscription Agreements” and, together with the Initial Sable PIPE Subscription Agreements, the “Sable PIPE Subscription Agreements”) with certain investors (such investors, the “Additional Sable PIPE Investors” and, together with the Initial Sable PIPE Investors, the “Sable PIPE Investors”), pursuant to which the Additional Sable PIPE Investors agreed to purchase, in the aggregate, 18,045,000 Holdco Class B shares at a price of $10.00 per share, for an aggregate commitment amount of approximately $180,450,000 (the “Additional Sable PIPE Investment” and, together with the Initial Sable PIPE Investment, the “Sable PIPE Investment”).”
Governance Changes

Sable Offshore Corp.: Amended and Restated Certificate of Incorporation to extend business combination deadline from September 1, 2023 to March 1, 2024 (effective 2023-08-29).

“The Second Extension Amendment extends the date by which Flame must consummate its initial business combination from September 1, 2023 to March 1, 2024.”
Shareholder Votes

Sable Offshore Corp. shareholders approved Amend the A&R Charter to extend the date by which Flame must consummate a business combination from September 1, 2023 to March 1, 2024. at the 2023-08-29 meeting.

“The stockholders of Flame voted on a proposal to amend the A&R Charter to extend the date by which Flame must consummate a business combination (the “Second Extension Amendment Proposal”). A summary of the voting results at the Special Meeting is set forth below: The Second Extension Amendment Proposal – To approve and amend the A&R Charter to extend the date by which Flame must consummate a business combination from September 1, 2023 to March 1, 2024. For Against Abstain 11,849,092 481,464 0”
Debt Financings

Sable Offshore Corp. incurred loan of $495,000 with Flame Acquisition Sponsor LLC at do not bear interest maturing upon consummation of the Company’s initial business combination.

“a promissory note (the “Sable Expenses Note” and, together with the Flame Expenses Note, the “Notes”) in the principal amount of $495,000 to the Sponsor”
Debt Financings

Sable Offshore Corp. incurred loan of $635,000 with Flame Acquisition Sponsor LLC at do not bear interest maturing upon consummation of the Company’s initial business combination.

“On August 30, 2023, Flame Acquisition Corp. (the “Company”) issued two unsecured promissory notes: (i) a promissory note (the “Flame Expenses Note”) in the principal amount of $635,000 to Flame Acquisition Sponsor LLC (the “Sponsor”)”
Material Agreements

Sable Offshore Corp. amended Subscription Agreement Amendment with certain Sable PIPE Investors valued at $7,500,000 (effective 2023-07-21).

“Holdco entered into amendments to certain Sable PIPE Subscription Agreements (each, a “Subscription Agreement Amendment”) dated as of July 17, 2023 and July 21, 2023, with certain Sable PIPE Investors representing an aggregate commitment amount of $57,000,000”
Material Agreements

Sable Offshore Corp. amended Subscription Agreement Amendment with certain Sable PIPE Investors valued at $57,000,000 (effective 2023-07-17).

“on July 17, 2023 and July 21, 2023, Holdco entered into amendments to certain Sable PIPE Subscription Agreements (each, a "Subscription Agreement Amendment") with certain Sable PIPE Investors representing an aggregate commitment amount of $57,000,000, pursuant to which Holdco and such Sable PIPE Investors agreed to extend the date by which the parties must consummate the subscription contemplated by such Sable PIPE Subscription Agreements, or terminate such Sable PIPE Subscription Agreements, from July 31, 2023 to March 1, 2024.”
Material Agreements

Sable Offshore Corp. amended Merger Agreement with Flame Acquisition Corp., Sable Offshore Holdings LLC, and Sable Offshore Corp. (effective 2023-06-30).

“on June 30, 2023, the parties to the Merger Agreement amended the Merger Agreement to extend the date by which the parties must consummate the transactions contemplated by the Merger Agreement, or either Flame or Sable may terminate the Merger Agreement, from June 30, 2023 to March 1, 2024 (the "Termination Date").”
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.

“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.”
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.

“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.”
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.

“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”).”
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.

“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”).”
Material Agreements

Sable Offshore Corp. entered into Amendment No. 1 to the Letter Agreement with Flame Acquisition Sponsor LLC, FL Co-Investment LLC, Intrepid Financial Partners L.L.C. and the individuals party to the Letter Agreement valued at up to $3,500,000 (effective 2023-03-24).

“On March 24, 2023, Flame, Flame Acquisition Sponsor LLC (“Sponsor”), FL Co-Investment LLC, Intrepid Financial Partners L.L.C. and the individuals party to that certain Letter Agreement, dated as of February 24, 2021 (the “Letter Agreement”), entered into Amendment No. 1 to the Letter Agreement (the “Amendment”), to amend the Letter Agreement to provide that up to $3,500,000 (rather than $1,500,000) of Sponsor loans to fund Flame’s expenses associated with its formation, initial public offering and the identification, investigation and completion of an initial Business Combination (excluding any Sponsor loan to Flame that is designated to be used by Flame to pay or advance out-of-pocket expenses of a target in connection with a proposed Business Combination) may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.”
Governance Changes

Sable Offshore Corp.: Extended the date by which Flame must consummate its initial business combination from March 1, 2023 to September 1, 2023 (effective 2023-09-01).

“On February 27, 2023, Flame filed an amendment (the “Extension Amendment”) to Flame’s Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Secretary of State of the State of Delaware. The Extension Amendment extends the date by which Flame must consummate its initial business combination from March 1, 2023 to September 1, 2023.”
Shareholder Votes

Sable Offshore Corp. shareholders approved To approve and amend the A&R Charter to extend the date by which Flame must consummate a business combination from March 1, 2023 to September 1, 2023. at the 2023-02-27 meeting.

“The Extension Amendment Proposal – To approve and amend the A&R Charter to extend the date by which Flame must consummate a business combination from March 1, 2023 to September 1, 2023. For Against Abstain 25,812,265 10,204 0”
Debt Financings

Sable Offshore Corp. incurred loan of $535,000 with Flame Acquisition Sponsor LLC at does not bear interest maturing repayable in full upon consummation of the Company’s initial business combination.

“On February 6, 2023, Flame Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $535,000 to Flame Acquisition Sponsor LLC. The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”).”
Material Agreements

Sable Offshore Corp. entered into Agreement and Plan of Merger with Sable Offshore Corp. and Sable Offshore Holdings, LLC valued at Merger consideration includes conversion of Holdco Class A shares into 3,000,000 shares of Flame Cla (effective 2022-11-02).

“On November 2, 2022, Flame Acquisition Corp., a Delaware corporation (“ Flame ”), entered into an Agreement and Plan of Merger, dated as of November 2, 2022 (as it may be amended, supplemented, or otherwise modified from time to time, the “ Merger Agreement ”), with Sable Offshore Corp., a Texas corporation (“ SOC ”), and Sable Offshore Holdings, LLC, a Delaware limited liability company and the parent company of SOC (“ Holdco ” and, together with SOC, “ Sable ”).”
Debt Financings

Sable Offshore Corp. incurred loan of $200,000 with Flame Acquisition Sponsor LLC at does not bear interest maturing upon consummation of the Company's initial business combination.

“On October 31, 2022, Flame Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $200,000 to Flame Acquisition Sponsor LLC.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.