Business Combination and Operations - Sable Offshore Corp. completed a Business Combination on February 14, 2024, resulting in the acquisition of the Santa Ynez field and associated assets from Exxon Mobil Corporation for an aggregate PIPE investment of $440.25 million[155][159]. - Following the Business Combination, all operations will focus on restarting production of the SYU Assets, pending necessary regulatory approvals and construction repairs[171]. - The SYU Assets consist of three offshore platforms and an onshore processing facility, which have been non-operational since 2015 due to a pipeline incident[164]. - The Business Combination was structured as a forward merger, with the financial statements of the Successor now reflecting the Company's consolidated results[154]. - The Company has a lock-up agreement for Holdco Class A shares, preventing transfer for three years following the Business Combination[162]. Financial Performance - The Company has not generated substantial revenues since the shut-in of operations, with operating expenses being the primary performance metrics[168]. - Total operating expenses increased by 636.6% to $159.1 million compared to $23.2 million for the three months ended March 31, 2023[173]. - General and administrative expenses rose to $152.2 million, up from $3.1 million for the same period last year, primarily due to a $70.0 million settlement and $46.4 million in share-based compensation[177]. - Net loss for the period was $180.1 million, a significant increase of 727.4% compared to a loss of $23.2 million for the three months ended March 31, 2023[173]. - Cash used in operating activities increased by 196.8% to $36.1 million from $22.5 million in the previous period[186]. - Cash flows from investing activities amounted to $204.1 million, reflecting payments made to EM at Closing[188]. - Financing activities generated $396.0 million, primarily from PIPE Investments, net of transaction expenses[191]. Future Expectations and Concerns - The Company anticipates future increases in ad valorem taxes in line with the projected restart of production[170]. - The company estimates start-up expenses of approximately $197.0 million to restart production in Q3 2024[181]. - The company anticipates a rapid increase in operating cash flows post-production restart, contingent on regulatory approvals[180]. - There is substantial doubt about the company's ability to continue as a going concern due to the need for additional capital and regulatory approvals[184]. Regulatory and Reporting Classifications - The company has been classified as an "emerging growth company" and may remain so until the last day of the fiscal year following the fifth anniversary of its IPO, unless certain revenue or market value thresholds are exceeded[208]. - The company is also classified as a "smaller reporting company," allowing it to provide reduced disclosure obligations, including only two years of audited financial statements[209]. Accounting and Financial Reporting - The Company’s financial statements for the Predecessor periods do not include results from the Pipelines, which are now included in the Successor financial statements[166][167]. - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks, and all outstanding warrants are recognized as derivative liabilities at fair value[206][207]. - The company’s asset retirement obligations are primarily related to future plugging and abandonment of oil and gas properties, recorded as liabilities on a discounted basis[205]. - The company assesses asset recoverability on an ongoing basis, estimating future undiscounted cash flows to determine if carrying amounts are recoverable[203][204]. - The company capitalizes exploratory well costs when sufficient resources are found, while other exploratory expenditures are expensed as incurred[197]. - Depreciation, depletion, and amortization are primarily determined under the unit-of-production method, based on estimated asset service life[198]. - The company has maintained the SYU assets in an operation-ready state since 2015, resulting in no depletion recorded for the periods presented[201]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[210]. - The company monitors for indicators of potential impairment throughout the year, aligned with ASC 360 and ASC 932 requirements[202]. Interest and Other Income - The Company’s only source of non-operating income is interest income on cash and cash equivalents and changes in fair value of derivative warrant liabilities[171]. - Interest expense for the period was $9.8 million, marking a significant increase as the predecessor had no associated interest expenses[178].

Table of Contents As filed with the Securities and Exchange Commission on April 29, 2024. Registration No. 333-277072 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sable Offshore Corp. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 1311 85-3514078 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

Table of Contents As filed with the Securities and Exchange Commission on April 12, 2024. Registration No. 333-277072 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sable Offshore Corp. (Exact Name of Registrant as Specified in Its Charter) FORM S-1 (State or Other Jurisdiction of Incorporation or Organization) Delaware 1311 85-3514078 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

Financial Statements - The audited consolidated financial statements of SYU for the year ended December 31, 2023, will be included in Amendment No. 1 to the Company's Current Report on Form 8-K filed on February 14, 2024[44]. Facility and Capacity - The onshore processing facility has an oil treating plant with a capacity of approximately 180 MBop/d and a biologic/physical water treating plant with a capacity of more than 67 MBwp/d[45]. - The crude storage capacity at the facility is 540 MBbls, supporting operational efficiency and market supply[45]. - The company has a fully integrated oil and gas processing facility with additional capacity for development, indicating potential for future expansion[45]. Market Value - The aggregate market value of the registrant's common stock held by non-affiliates was approximately $67.66 million as of June 30, 2023[62]. Regulatory Compliance - The company is in substantial compliance with environmental laws and holds all necessary permits, which may mitigate potential liabilities[51]. - The company entered into a pre-negotiated settlement agreement with the U.S. Department of Justice regarding the Line 901 incident, indicating ongoing regulatory engagement[46]. Financial Challenges and Strategy - The company anticipates challenges related to commodity price volatility and increased operating costs, which may impact future financial performance[57]. - The company is focused on maintaining relationships with customers and managing growth profitably to realize expected value creation from acquisitions[57]. - The company may face uncertainties related to new technologies and regulatory changes that could affect operational efficiency and market positioning[57].

Table of Contents As filed with the Securities and Exchange Commission on February 14, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sable Offshore Corp. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 1311 85-3514078 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 70 ...

HOUSTON--(BUSINESS WIRE)--Flame Acquisition Corp. (“Flame”) today announced the results for the proposals considered and voted upon by its stockholders at its special meeting on February 12, 2024. Flame reported that all of the proposals submitted to its stockholders in connection with the previously announced business combination among Flame, Sable Offshore Holdings, LLC (“Holdco”), and Sable Offshore Corp. (together with Holdco, “Sable”) were approved by the requisite number of shares of Flame common stoc ...

FORM 10-Q Table of Contents Class A common stock, par value $0.0001 per share FLME The New York Stock Exchange FLME.WS The New York Stock Exchange (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-40111 Delaware 85-3514078 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) (713) 579-6106 (Registra ...

The Company's management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company's business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing of an agreement to enter into a business ...

Potential Business Combination On November 2, 2022, we 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"). The Merger Agreement provides for, among other things, the following transacti ...

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria, we will disclose that the target business does not meet the above ...