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): May 25, 2021
Flame Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40111 | 85-3514078 |
|---|---|---|
| (State or other jurisdiction ofincorporation) | (CommissionFile Number) | (I.R.S. EmployerIdentification No.) |
| 700 Milam Street, Suite 3300<br><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)<br> |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act<br>(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 | TradingSymbol(s) | Name of each exchangeon 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. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
|---|
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Statement”).” In the statement, the SEC, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as Flame Acquisition Corp. (the “Company”).
On May 17, 2021, the Company reported in its Form 12b-25 filed with the SEC that the Company was unable to timely file its quarterly report on Form 10-Q for the quarterly period ended March 31, 2021 (the “Form 10-Q”) due to the ongoing review of the impact of the SEC Statement.
On May 25, 2021, the Company received a notice (the “Notice”) from the New York Stock Exchange (“NYSE”) stating that the Company was not in compliance with Section 802.01E of the NYSE Listed Company Manual (the “Rule”) because it had not timely filed its Form 10-Q with the SEC as required by the Rule. The Notice had no immediate effect on the listing or trading of the Company’s securities, but indicated that the Company has six months to file its Form 10-Q to regain compliance.
On May 28, 2021, the Company filed the Form 10-Q and, by letter dated the same, the NYSE confirmed that the Company had regained compliance with the Rule with the filing of the Form 10-Q.
| Item 8.01 | Other Events. |
|---|
On June 1, 2021, the Company issued a press release announcing that it has regained compliance with the Rule following its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description of Exhibits |
|---|---|
| 99.1 | Press Release dated June 1, 2021 |
2
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: June 1, 2021 | By: | /s/ Gregory D. Patrinely |
| Name: | Gregory D. Patrinely | |
| Title: | Chief Financial Officer and Secretary |
3
EX-99.1
Exhibit 99.1
Flame Acquisition Corp. Receives Expected NYSE Notice Regarding Delayed Form 10-Q Filing
June 1, 2021
Houston, TX — (BUSINESS WIRE) — Flame Acquisition Corp. (the “Company”) announced today that as of May 28, 2021 it has regained compliance with Section 802.01E of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Rule”) after filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”).
On May 25, 2021, the Company received a notice (the “Notice”) from the NYSE indicating that the Company was not in compliance with the Rule because it had not timely filed its Form 10-Q with the SEC as required by the Rule. As previously disclosed in its Form 12b-25 filing with the SEC on May 17, 2021, the Company was unable to timely file its Form 10-Q due to the ongoing review of the impact of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” issued by the SEC on April 12, 2021, on the Company’s financial statements for the first quarter of 2021. The Notice had no immediate effect on the listing of the Company’s securities on the NYSE, and indicated that the Company had six months to file its Form 10-Q to regain compliance.
By letter dated May 28, 2021, the NYSE confirmed that the Company had regained compliance with the Rule with the filing of the Company’s Form 10-Q with the SEC on May 28, 2021.
About Flame Acquisition Corp.
Flame Acquisition Corp., led by James C. Flores, is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the energy industry in North America.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.,” Forward-looking statements are subject to numerous conditions, risks and changes in circumstances, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement, as amended from time to time, and prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Any forward-looking statement in this press release speaks only as of the date of this press release. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by applicable securities laws.
Investor Contact:
Caldwell Flores
Email: Cflores@flameacq.com