Forward-Looking Statements
This communication contains a number of “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this communication, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “ may,” “ believe,” “ anticipate,” “ intend,” “ estimate,” “ expect,” “project,” “continue,” “plan,” forecast,” “predict,” “potential,” “future,” “outlook,” and “target,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements will contain such identifying words. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Flame’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the risk that Flame’s stockholders do not approve the Extension; the number of redemptions made by Flame’s stockholders in connection with the Extension and its impact on the amount of funds available in Flame’s trust account, Flame’s ability to complete an initial business combination and those factors discussed in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC, Flame’s Annual Report on Form 10-K filed with the SEC on March 31, 2023, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other documents Flame files with the SEC, including the Definitive Proxy Statement. Flame does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 3.02 Unregistered Sales of Equity Securities.
On August 22, 2023, the Company issued an aggregate of 7,187,500 shares of its Class A common stock, par value $0.0001 per share (the “Class A common stock”) to Flame Acquisition Sponsor LLC (“Sponsor”), FL Co-Investment LLC, Intrepid Financial Partners, L.L.C., our independent directors and certain of our executive officers, upon the conversion of an equal number of shares of Class B common stock, par value $0.0001 per share (“Class B common stock”), of the Company (the “Conversion”). The 7,187,500 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the prospectus for the Company’s initial public offering.
Following the Conversion there are 15,620,245 shares of Class A common stock issued and outstanding, and no shares of Class B common stock issued and outstanding. As a result of the Conversion, Sponsor holds approximately 27.3% of the outstanding shares of the Company’s Class A common stock.
The issuance of the shares of Class A common stock upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
Item 7.01 Regulation FD Disclosure
The disclosure set forth above in Item 3.02 of this Report is incorporated by reference in this Item 7.01.