8-K
Sable Offshore Corp. (SOC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 24, 2023
Flame Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40111 | 85-3514078 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
| 700 Milam Street, Suite 3300<br> <br>Houston, Texas | 77002 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(713) 579-6106
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Units, each consisting of one share of Class A common stock and one-half of one warrant | FLME.U | The New York Stock Exchange |
| Class A common stock, par value $0.0001 per share | FLME | The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | FLME.WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
IMPORTANT NOTICES
Additional Information and Where to Find It
This communication relates to the proposed Business Combination (as defined in the Current Report on Form 8-K filed with the SEC on November 2, 2022) between Flame Acquisition Corp. (“Flame”) and Sable Offshore Holdings LLC, a Delaware limited liability company (“Sable”). In connection with the proposed Business Combination, Flame filed with the SEC a preliminary proxy statement on Schedule 14A on November 10, 2022 (as may be amended from time to time, including on December 23, 2022 and January 27, 2023, the “Proxy Statement”). Flame may also file other documents regarding the proposed Business Combination with the SEC. The Proxy Statement which will be sent or given to the Flame stockholders will contain important information about the proposed Business Combination and related matters. INVESTORS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), WHICH IS CURRENTLY AVAILABLE, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, AND WILL CONTAIN, IMPORTANT INFORMATION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE BUSINESS COMBINATION AGREEMENT (AS DEFINED IN THE PROXY STATEMENT). You may obtain a free copy of the Proxy Statement and other relevant documents filed by Flame with the SEC at the SEC’s website at www.sec.gov. You may also obtain Flame’s documents on its website at www.flameacq.com.
Participants in Solicitation
Flame and its directors and officers may be deemed participants in the solicitation of proxies of Flame’s stockholders in connection with the Business Combination. Flame’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Flame in Flame’s Registration Statement on Form S-1, which was initially filed with the SEC on February 5, 2021 and amended on February 18, 2021 and February 22, 2021, in Flame’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on April 4, 2022, and the Preliminary Proxy Statement, including the preliminary proxy statement contained therein.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Flame’s stockholders in connection with the Business Combination and other matters to be voted upon at the special meeting will be set forth in the proxy statement for the Business Combination. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination is included in the proxy statement.
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”). Forward-looking statements include information concerning the SYU Assets (as defined in the Proxy Statement), Sable’s or Flame’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and effects of regulation, including Sable’s ability to close the transaction to acquire the SYU Assets and Flame’s ability to close the transaction with Sable. 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 based on Sable’s and Flame’s management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Sable and Flame disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication. Sable and Flame caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Sable and Flame, incidental to the development, production, gathering, transportation and sale of oil, natural gas and natural gas liquids. These risks include, but are not limited to, (a) the occurrence of any event, change or other circumstance that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that may be instituted against Sable, Flame or
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others following the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Flame, to obtain financing to complete the Business Combination or to satisfy other conditions to closing the Business Combination; (d) the ability to meet the applicable stock exchange listing standards following the consummation of the Business Combination; (e) the ability to recommence production of the SYU Assets and the cost and time required therefor, and production levels once recommenced; (f) commodity price volatility, low prices for oil, natural gas and/or natural gas liquids, global economic conditions, inflation, increased operating costs, lack of availability of drilling and production equipment, supplies, services and qualified personnel, processing volumes and pipeline throughput; (g) uncertainties related to new technologies, geographical concentration of operations, environmental risks, weather risks, security risks, drilling and other operating risks, regulatory changes and regulatory risks; (h) the uncertainty inherent in estimating oil and natural gas reserves and in projecting future rates of production; (i) reductions in cash flow and lack of access to capital; (j) Flame’s ability to satisfy future cash obligations; (k) restrictions in existing or future debt agreements or structured or other financing arrangements; (l) the timing of development expenditures, managing growth and integration of acquisitions, and failure to realize expected value creation from acquisitions; and (m) the ability to recognize the anticipated benefits of the Business Combination. While forward-looking statements are based on assumptions and analyses that management of Flame and Sable believe to be reasonable under the circumstances, whether actual results and developments will meet such expectations and predictions depends on a number of risks and uncertainties that could cause actual results, performance, and financial condition to differ materially from such expectations. Any forward-looking statement made in this communication speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statement and other documents filed by Flame from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Flame and Sable assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. Neither Flame nor Sable gives any assurance that any of Flame, Sable or the combined company will achieve its expectations.
| Item 1.01. | Entry into a Material Definitive Agreement |
|---|
The disclosure contained in Item 2.03 is incorporated by reference into this Item 1.01.
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.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed with this report.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
|---|
As previously disclosed, on each of September 30, 2022, October 31, 2022 and February 6, 2023, Flame issued an unsecured promissory note to Sponsor in the aggregate principal amount of $905,000 (together, the “Promissory Notes”).
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On March 29, 2023, Flame and Sponsor entered into amendments to the Promissory Notes (the “Promissory Note Amendments”), pursuant to which loans made under the Promissory Notes are, at Sponsor’s discretion, convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant.
Copies of the Promissory Note Amendments are filed with this Current Report on Form 8-K as Exhibits 10.2, 10.3 and 10.4 and are incorporated herein by reference, and the foregoing description of the Promissory Note Amendments is qualified in its entirety by reference to the Promissory Note Amendments filed with this report.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description of Exhibits |
| --- | --- |
| 10.1 | Amendment No. 1 to the Letter Agreement, dated March 24, 2023, by and among Flame Acquisition Corp., Flame Acquisition Sponsor LLC, FL Co-Investment LLC, Intrepid Financial Partners L.L.C. and the individuals party thereto. |
| 10.2 | Amendment to Promissory Note, dated March 29, 2023, by and between Flame Acquisition Corp and Flame Acquisition Sponsor LLC. |
| 10.3 | Amendment to Promissory Note, dated March 29, 2023, by and between Flame Acquisition Corp and Flame Acquisition Sponsor LLC. |
| 10.4 | Amendment to Promissory Note, dated March 29, 2023, by and between Flame Acquisition Corp and Flame Acquisition Sponsor LLC. |
| 104 | Cover page Interactive data file (embedded within the inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Flame Acquisition Corp. | ||
|---|---|---|
| Date: March 30, 2023 | By: | /s/ Gregory D. Patrinely |
| Name: | Gregory D. Patrinely | |
| Title: | Executive Vice President and Chief Financial Officer |
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EX-10.1
Exhibit 10.1
AMENDMENT NO. 1 TO LETTER
AGREEMENT
This Amendment No. 1 to Letter Agreement (the “Amendment”) is made and entered into as of March 24, 2023 (the “Effective Date”) and amends that certain Letter Agreement, dated as of February 24, 2021 (the “Letter Agreement”), by and among Flame Acquisition Corp., a Delaware corporation (the “Company”), Flame Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), FL Co-Investment LLC (“FL Co-Investment”), Intrepid Financial Partners L.L.C. (“Intrepid Financial Partners,) and the individuals party thereto (collectively, the “Insiders”). The Company, the Sponsor, FL Co-Investment, Intrepid Financial Partners and the Insiders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Letter Agreement.
RECITALS
WHEREAS, the Parties desire to amend the terms of the Letter Agreement as set forth herein.
WHEREAS, Section 12 of the Letter Agreement provides, in part, that the Letter Agreement may be amended only by a written instrument executed by each of the Parties.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree, effective as of the Effective Date, to amend the Letter Agreement by deleting the penultimate sentence of Section 9 of the Letter Agreement and replacing it in its entirety with the following:
Up to $3,500,000 of the loans referenced in clause (b) above (excluding any Sponsor loan to the Company that is designated to be used by the Company 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.
Entire Agreement. This Amendment and the Letter Agreement constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof and no Party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. In the event of any inconsistency or conflict between the provisions of the Letter Agreement and this Amendment, the provisions of this Amendment will prevail and govern.
Further Assurances. The Parties hereto agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Amendment.
Ratification. All terms and provisions of the Letter Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Letter Agreement” in this Amendment or the Letter Agreement shall include the terms contained in this Amendment.
4. Incorporation by Reference. Sections 12, 13, 14, 15, 16, 17 and 18 of the Letter Agreement are incorporated herein and shall apply to this Amendment mutatis mutandis.
[Signature pagefollows]
IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the day and year first above written.
| FLAME ACQUISITION CORP. | |
|---|---|
| By: | /s/ Gregory D. Patrinely |
| Name: Gregory D. Patrinely | |
| FLAME ACQUISITION SPONSOR LLC | |
| --- | --- |
| By: | /s/ Gregory D. Patrinely |
| Name: Gregory D. Patrinely | |
| FL CO-INVESTMENT LLC | |
| --- | --- |
| By: | /s/ Stephen Lasota |
| Name: Stephen Lasota | |
| INTREPID FINANCIAL PARTNERS, L.L.C. | |
| --- | --- |
| By: | /s/ Christopher F. Winchenbaugh |
| Name: Christopher F. Winchenbaugh | |
| INSIDERS: | |
| --- | --- |
| By: | /s/ James C. Flores |
| Name: James C. Flores | |
| By: | /s/ Gregory D. Patrinely |
| --- | --- |
| Name: Gregory D. Patrinely | |
| By: | /s/ Michael E. Dillard |
| --- | --- |
| Name: Michael E. Dillard | |
| By: | /s/ Gregory P. Pipkin |
| --- | --- |
| Name: Gregory P. Pipkin | |
| By: | /s/ Christopher B. Sarofim |
| --- | --- |
| Name: Christopher B. Sarofim |
EX-10.2
Exhibit 10.2
FLAME ACQUISITION CORP.
AMENDMENT NO. 1 TO PROMISSORY NOTE
This Amendment No. 1 to Promissory Note (this “Amendment”), effective as of March 29, 2023, is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Maker”), and Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”).
Recitals
WHEREAS, the Payee is holder of that certain Promissory Note issued and sold by the Maker on September 30, 2022 (as amended, the “Note”);
WHEREAS, the parties to this Amendment desire to amend the Note as described herein; and
WHEREAS, pursuant to Section 13 of the Note, any provision of the Note may be amended with the written consent of the Maker and the Payee.
NOW THEREFORE, the parties hereto agree as follows:
| 1. | The following is hereby added as Section 15 of the Note: |
|---|
“Conversion. Upon consummation of a Business Combination, the Payee may elect, by written notice to Maker, to convert up to $170,000 of the unpaid principal balance of this Note into that number of warrants to purchase one share of Class A common stock, $0.0001 par value per share, of the Maker (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.00. The Working Capital Warrants shall be identical to the warrants issued by the Maker to the Payee in the private placement in connection with the Maker’s IPO, whose terms shall be governed by that certain warrant agreement entered into in connection with the Maker’s IPO. Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates or their designees) the Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. In the event of any such conversion, the number of Working Capital Warrants that may be converted pursuant to any future promissory note or similar instrument shall be capped at 3,500,000 minus the number of Working Capital Warrants converted hereunder.”
| 2. | Except as expressly provided herein, all other terms and conditions of the Note remain in full force and effect<br>and are hereby ratified and confirmed. |
|---|---|
| 3. | This Amendment shall be governed by and construed in accordance with the laws of New York, without regard to<br>conflict of law provisions thereof. |
| --- | --- |
| 4. | This Amendment may be executed in one or more counterparts, including facsimile or electronic signature, each<br>of which shall for all purposes be deemed to be an original and all of which shall constitute the same document. |
| --- | --- |
Signature Page Follows
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and year first written above.
| Maker: | |
|---|---|
| FLAME ACQUISITION CORP. | |
| By: | /s/ Gregory D. Patrinely |
| Name: | Gregory D. Patrinely |
| Title: | Chief Financial Officer |
| Payee: | |
| FLAME ACQUISITION SPONSOR LLC | |
| By: | /s/ Gregory D. Patrinely |
| Name: | Gregory D. Patrinely |
| Title: | Chief Financial Officer & Secretary |
EX-10.3
Exhibit 10.3
FLAME ACQUISITION CORP.
AMENDMENT NO. 1 TO PROMISSORY NOTE
This Amendment No. 1 to Promissory Note (this “Amendment”), effective as of March 29, 2023, is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Maker”), and Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”).
Recitals
WHEREAS, the Payee is holder of that certain Promissory Note issued and sold by the Maker on October 31, 2022 (as amended, the “Note”);
WHEREAS, the parties to this Amendment desire to amend the Note as described herein; and
WHEREAS, pursuant to Section 13 of the Note, any provision of the Note may be amended with the written consent of the Maker and the Payee.
NOW THEREFORE, the parties hereto agree as follows:
| 1. | The following is hereby added as Section 15 of the Note: |
|---|
“Conversion. Upon consummation of a Business Combination, the Payee may elect, by written notice to Maker, to convert up to $200,000 of the unpaid principal balance of this Note into that number of warrants to purchase one share of Class A common stock, $0.0001 par value per share, of the Maker (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.00. The Working Capital Warrants shall be identical to the warrants issued by the Maker to the Payee in the private placement in connection with the Maker’s IPO, whose terms shall be governed by that certain warrant agreement entered into in connection with the Maker’s IPO. Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates or their designees) the Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. In the event of any such conversion, the number of Working Capital Warrants that may be converted pursuant to any future promissory note or similar instrument shall be capped at 3,500,000 minus the number of Working Capital Warrants converted hereunder.”
| 2. | Except as expressly provided herein, all other terms and conditions of the Note remain in full force and effect<br>and are hereby ratified and confirmed. |
|---|---|
| 3. | This Amendment shall be governed by and construed in accordance with the laws of New York, without regard to<br>conflict of law provisions thereof. |
| --- | --- |
| 4. | This Amendment may be executed in one or more counterparts, including facsimile or electronic signature, each<br>of which shall for all purposes be deemed to be an original and all of which shall constitute the same document. |
| --- | --- |
Signature Page Follows
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and year first written above.
| Maker: | |
|---|---|
| FLAME ACQUISITION CORP. | |
| By: | /s/ Gregory D. Patrinely |
| Name: | Gregory D. Patrinely |
| Title: | Chief Financial Officer |
| Payee: | |
| FLAME ACQUISITION SPONSOR LLC | |
| By: | /s/ Gregory D. Patrinely |
| Name: | Gregory D. Patrinely |
| Title: | Chief Financial Officer & Secretary |
EX-10.4
Exhibit 10.4
FLAME ACQUISITION CORP.
AMENDMENT NO. 1 TO PROMISSORY NOTE
This Amendment No. 1 to Promissory Note (this “Amendment”), effective as of March 29, 2023, is entered into by and between Flame Acquisition Corp., a Delaware corporation (the “Maker”), and Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”).
Recitals
WHEREAS, the Payee is holder of that certain Promissory Note issued and sold by the Maker on February 6, 2023 (as amended, the “Note”);
WHEREAS, the parties to this Amendment desire to amend the Note as described herein; and
WHEREAS, pursuant to Section 13 of the Note, any provision of the Note may be amended with the written consent of the Maker and the Payee.
NOW THEREFORE, the parties hereto agree as follows:
| 1. | The following is hereby added as Section 15 of the Note: |
|---|
“Conversion. Upon consummation of a Business Combination, the Payee may elect, by written notice to Maker, to convert up to $535,000 of the unpaid principal balance of this Note into that number of warrants to purchase one share of Class A common stock, $0.0001 par value per share, of the Maker (the “Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.00. The Working Capital Warrants shall be identical to the warrants issued by the Maker to the Payee in the private placement in connection with the Maker’s IPO, whose terms shall be governed by that certain warrant agreement entered into in connection with the Maker’s IPO. Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates or their designees) the Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. In the event of any such conversion, the number of Working Capital Warrants that may be converted pursuant to any future promissory note or similar instrument shall be capped at 3,500,000 minus the number of Working Capital Warrants converted hereunder.”
| 2. | Except as expressly provided herein, all other terms and conditions of the Note remain in full force and effect<br>and are hereby ratified and confirmed. |
|---|---|
| 3. | This Amendment shall be governed by and construed in accordance with the laws of New York, without regard to<br>conflict of law provisions thereof. |
| --- | --- |
| 4. | This Amendment may be executed in one or more counterparts, including facsimile or electronic signature, each<br>of which shall for all purposes be deemed to be an original and all of which shall constitute the same document. |
| --- | --- |
Signature Page Follows
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and year first written above.
| Maker: | |
|---|---|
| FLAME ACQUISITION CORP. | |
| By: | /s/ Gregory D. Patrinely |
| Name: Gregory D. Patrinely | |
| Title: | Chief Financial Officer |
| Payee: | |
| FLAME ACQUISITION SPONSOR LLC | |
| By: | /s/ Gregory D. Patrinely |
| Name: Gregory D. Patrinely | |
| Title: | Chief Financial Officer & Secretary |