On August 29, 2023, in connection with the Second Extension, we filed the Second Extension Amendment to the
Companys amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The Second Extension Amendment extends the date by which we must consummate our initial business combination from September 1,
2023 to March 1, 2024.
On December 5, 2023, the California State Lands Commission voted unanimously to approve amendments to right-of-way leases held
directly or indirectly by EM, for existing infrastructure serving offshore platforms Hondo, Harmony and Heritage in SYU. The amendments, among other things, extend the holdover periods for each of the leases by five years to December 31, 2028 and
January 31, 2029, increase the bonding requirements from $1,000,000 to $15,000,000 and from $1,000,000 to $5,000,000, and provide for increased inspection and monitoring requirements. These leases are expected to be subsequently assigned to Sable.
Sable does not expect the assignment of the leases to have an impact on the regulatory approval process.
On February 12, 2024, Flame held a special
meeting of stockholders (the Special Meeting), at which the Flame stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Merger Agreement and
(b) approving the other transactions contemplated by the Merger Agreement. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on February 14, 2024 (the Closing
Date), the Business Combination was consummated (the Closing).
On February 12, 2024, holders of 150,823 shares of Class A common stock
exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account, representing approximately 2.47% of our then issued and outstanding Class A common stock. As a result, $1,572,250 (approximately $10.42 per share)
was removed from the Trust Account to pay such redeeming holders on February 14, 2024.
In connection with the Business Combination, Holdco and Flame
entered into subscription agreements (collectively, as amended, supplemented or otherwise modified, the Initial PIPE Subscription Agreements) with certain investors (the PIPE Investors) for an aggregate commitment amount of
$520,000,000 (the Initial PIPE Investments), pursuant to which such investors agreed to purchase an aggregate of 52,000,000 shares of common stock of the Company, par value of $0.0001 per share (Common Stock), at a price of
$10.00 per share upon the consummation of the Business Combination.
On February 12, 2024, following the Special Meeting, a PIPE Investor that
subscribed for $125,000,000 of the Initial PIPE Investment informed the Company that it would not be able to fund that subscribed amount by the Closing due to difficulties it is experiencing related to receiving called capital from certain of its
foreign investors. The inability of that PIPE Investor to fund its commitment did not relieve the obligations of the other PIPE Investors to fund their commitments in connection with the Closing.
On February 12, 2024 and February 13, 2024, the Company entered into subscription agreements (collectively, the Additional PIPE Subscription
Agreements and, together with the Initial PIPE Subscription Agreements, the PIPE Subscription Agreements) (including an additional $25,000,000 commitment from James C. Flores, our Chairman and Chief Executive Officer) on
substantially the same terms as those contained in the Initial PIPE Subscription Agreements to replace, in the aggregate, $55,000,000 of the amount previously committed by the PIPE Investor described above (the Additional PIPE
Investments and, together with the Initial PIPE Investments, the PIPE Investments).
On February 14, 2024, immediately following
the Closing, the Company issued 44,024,910 shares of Common Stock of the Company, at a price of $10.00 per share for an aggregate PIPE Investment of $440,249,100 in accordance with the terms of the PIPE Subscription Agreements. The shares of Common
Stock issued in the PIPE Investments were offered in a private placement under the Securities Act of 1933, as amended (the Securities Act), pursuant to the PIPE Subscription Agreements.
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