Flame Acquisition (FLME) - 2021 Q4 - Annual Report

Part I Business Flame Acquisition Corp. is a SPAC targeting US energy sector acquisitions, with a March 1, 2023 deadline - The company is a blank check company formed to effect a merger, capital stock exchange, asset acquisition, or similar business combination[16] - The company intends to focus on identifying and acquiring a business in the energy industry, particularly in the upstream exploration and production, midstream, or new technology sectors[16] IPO Details | Event | Details | | :--- | :--- | | IPO Date | March 1, 2021 | | Units Offered | 28,750,000 units (including over-allotments) | | Price per Unit | $10.00 | | Gross Proceeds | $287,500,000 | | Private Placement | 7,750,000 warrants at $1.00 each, generating $7,750,000 | | Amount in Trust | $287,500,000 | - The company must complete its initial business combination by March 1, 2023, or it will cease operations, redeem public shares, and dissolve[94] Risk Factors The company faces significant risks including the March 1, 2023 business combination deadline, potential stockholder redemptions, and material weaknesses in internal controls - The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern due to the requirement to complete a business combination by March 1, 2023, and its current working capital deficiency[119][433] - The company identified material weaknesses in its internal control over financial reporting related to the accounting for complex financial instruments, specifically the classification of warrants as liabilities and the classification of redeemable Class A common stock as temporary equity, which resulted in the restatement of previously issued financial statements[274][279][281] - The company faces intense competition from other blank check companies and private equity groups for acquisition targets, which could increase costs or prevent a successful business combination[111][148] - The initial stockholders, who own 20% of the outstanding common stock, have agreed to vote in favor of any proposed business combination, making it more likely to be approved regardless of public stockholder sentiment[122] - The COVID-19 pandemic and related market volatility could adversely affect the company's ability to find a target and consummate a business combination[144][146] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - Not applicable[300] Properties The company does not own any material real estate or physical properties, with its executive office located in Houston, Texas - The company's executive office is located in Houston, Texas, and it does not own any material real estate or physical properties[301] Legal Proceedings To management's knowledge, there is no litigation currently pending or contemplated against the company - There is no litigation currently pending or contemplated against the company[302] Mine Safety Disclosures This item is not applicable to the company - Not applicable[303] Part II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities The company's units, Class A common stock, and warrants are traded on the NYSE, with IPO proceeds of $287.5 million placed in a trust account - The company's units, Class A common stock, and warrants are traded on the New York Stock Exchange (NYSE)[304] - On March 1, 2021, the company sold 7,750,000 private placement warrants at $1.00 per warrant, generating gross proceeds of $7,750,000[307] - Net proceeds of $287,500,000 from the IPO and private placement were placed in the trust account[310] Management's Discussion and Analysis of Financial Condition and Results of Operations As a pre-business combination SPAC, the company reported a net income of approximately $4.3 million for 2021, facing substantial doubt about its going concern ability Financial Performance Summary | Metric | Value (Year Ended Dec 31, 2021) | | :--- | :--- | | Net Income | ~$4.3 million | | Loss from Operations | ($1.7 million) | | Change in Fair Value of Warrant Liabilities | $6.2 million (gain) | | Cash on Hand (as of Dec 31, 2021) | $0.3 million | | Working Capital Deficit (as of Dec 31, 2021) | ~$0.4 million | - The company's auditors have raised substantial doubt about its ability to continue as a going concern, given its working capital deficit and the March 1, 2023 deadline to complete a business combination[325] - The company has borrowed approximately $1,165,000 in working capital loans from its sponsor and related parties as of December 31, 2021, with an additional $335,000 borrowed in March 2022[333][544] - The company classifies its public and private warrants as derivative liabilities, which are re-measured to fair value each reporting period, causing fluctuations in net income[324][345] Quantitative and Qualitative Disclosures about Market Risk The company's trust account funds are invested in short-term U.S. government treasury obligations, limiting exposure to market risk - The company's funds held in the trust account are invested in short-term U.S. government treasury obligations, and it believes there is no material exposure to interest rate risk[351] Financial Statements and Supplementary Data Audited financial statements for 2021 are presented, with the auditor's report expressing substantial doubt about the company's going concern ability - The auditor's report contains an explanatory paragraph highlighting substantial doubt about the Company's ability to continue as a going concern due to its dependence on completing a business combination by March 1, 2023[433] Balance Sheet (as of Dec 31, 2021) | Balance Sheet (as of Dec 31, 2021) | Amount ($) | | :--- | :--- | | Total Assets | 288,439,429 | | Investment held in Trust Account | 287,516,153 | | Total Liabilities | 13,878,865 | | Warrant Liabilities | 12,647,250 | | Class A Common stock subject to possible redemption | 287,500,000 | | Total stockholders' (deficit) equity | (12,939,436) | Statement of Operations (Year Ended Dec 31, 2021) | Statement of Operations (Year Ended Dec 31, 2021) | Amount ($) | | :--- | :--- | | Loss from operations | (1,682,816) | | Change in fair value of warrant liabilities | 6,155,125 | | Net Income | 4,273,078 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[353] Controls and Procedures Management concluded that disclosure controls were ineffective as of December 31, 2021, due to material weaknesses in accounting for complex financial instruments - Management concluded that disclosure controls and procedures were not effective as of December 31, 2021[355] - The ineffectiveness was due to material weaknesses in internal control over financial reporting concerning the accounting for complex financial instruments, which resulted in the restatement of financial statements[355][359] - The specific issues were the misclassification of warrants (which should be liabilities) and the misclassification of redeemable Class A common stock (which should be temporary equity)[359] Part III Directors, Executive Officers and Corporate Governance The company is led by James C. Flores and Gregory D. Patrinely, with a board comprising three independent directors and established governance committees - The executive team includes James C. Flores (Chairman, CEO, President) and Gregory D. Patrinely (CFO, Secretary)[363][365] - Both Mr. Flores and Mr. Patrinely were previously executives at Sable Permian Resources, which filed for bankruptcy on June 25, 2020, and emerged on February 1, 2021, at which point their employment ended[363][365][370] - The Board has three independent directors: Michael E. Dillard, Gregory P. Pipkin, and Christopher B. Sarofim[374] - The company has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, with charters available on its website[380] Executive Compensation No cash compensation has been paid to officers or directors, with future compensation to be determined by an independent compensation committee post-business combination - No cash compensation has been paid to officers or directors for services rendered to the company[399] - The company will reimburse out-of-pocket expenses incurred by its sponsor, officers, and directors for activities such as identifying potential target businesses[399] - After a business combination, any compensation for officers and directors will be determined by a compensation committee composed of independent directors[401] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Officers and directors beneficially own 14.3% of total outstanding common stock voting power, with Flame Acquisition Sponsor LLC as the largest Class B holder Beneficial Ownership | Name of Beneficial Owner | Class A Shares | % of Class A | Class B Shares | % of Class B | % of Total Outstanding | | :--- | :--- | :--- | :--- | :--- | :--- | | Flame Acquisition Sponsor LLC | — | — | 4,263,750 | 59.3% | 11.9% | | James C. Flores | — | — | 4,263,750 | 59.3% | 11.9% | | Entities affiliated with Saba Capital | 1,602,328 | 5.6% | — | — | 4.5% | | Entities affiliated with Sculptor Capital | 1,482,989 | 5.2% | — | — | 4.1% | | All officers and directors as a group | 520,000 | 1.8% | 4,626,250 | 64.4% | 14.3% | Certain Relationships and Related Transactions, and Director Independence Founders acquired shares for $25,000, initial stockholders purchased private placement warrants, and the sponsor provided working capital loans, while the board has three independent directors - In November 2020, founders acquired 7,187,500 founder shares for an aggregate price of $25,000[412] - Initial stockholders purchased 7,750,000 private placement warrants for $7,750,000 in February 2021[414] - The sponsor and affiliates may loan the company funds for transaction costs; as of December 31, 2021, approximately $1,165,000 of such loans had been drawn down[416] - The board has determined that Michael E. Dillard, Gregory P. Pipkin and Christopher B. Sarofim are independent directors[374] Principal Accountant Fees and Services Marcum LLP served as the principal accountant, with audit and review fees totaling approximately $99,910 for the fiscal year ended December 31, 2021 Accountant Fees | Fee Category | Fees for Year Ended Dec 31, 2021 ($) | | :--- | :--- | | Audit Fees | ~99,910 | | Audit-Related Fees | 0 | | Tax Fees | 0 | | All Other Fees | 0 | Part IV Exhibits, Financial Statements and Financial Statement Schedules This section lists financial statements and exhibits filed with the report, omitting financial statement schedules as not applicable - This section contains the financial statements and a list of all exhibits filed with the report, which are available on the SEC website[425] Form 10-K Summary The company reports that there is no Form 10-K summary - None[426]