United States securities and exchange commission logo
October 6, 2023
James C. Flores
Chief Executive Officer
Flame Acquisition Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
Re: Flame Acquisition
Corp.
Amendment No. 3 to
Preliminary Proxy Statement on Schedule 14A
Filed September 14,
2023
File No. 001-40111
Dear James C. Flores:
We have reviewed your
filing and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A filed
September 14, 2023
Proposal No. 1-The Business Combination Proposal
Background of the Business Combination
Background of Flame and Sable Negotiations, page 175
1. The column header for
Gas in the tabular summary of Net Estimated Contingent
Resources and
Production on pages 178 and 183 indicates the gas volumes are in MMcf.
However, based on the
figures shown as MMBoe in the column Total, the gas figures
appear to represent
volumes of gas in Bcf. Please reconcile your disclosure and modify as
necessary or tell us
why a change is not needed.
2. We also note there
appears to be a typographical error in the figure representing the sum
of the figures NSAI
Adjusted Low Estimate Base Forecast and the ESP Installations
Low Estimate shown
under the column 5% Strip Inc. Please reconcile the disclosure
on pages 178 and 183
and modify as necessary or tell us why a change is not needed.
James C. Flores
FirstName LastNameJames
Flame Acquisition Corp. C. Flores
Comapany
October NameFlame Acquisition Corp.
6, 2023
October
Page 2 6, 2023 Page 2
FirstName LastName
Opinion of the Flame Board of Director's Financial Advisor
Discounted Cash Flow Analysis, page 188
3. Please revise the discussion of Petrie Partners evaluation
methodology on pages 188 and
199 to replace the term reserve category with the term resource
category consistent with
the disclosure of low and best category estimates of contingent
resources elsewhere in
proxy statement.
Pipeline 901 Incident, page 252
4. You disclose material regulatory actions in order to meet a production
restart schedule of
the third quarter of 2024. In this regard, you disclose various
actions that Exxon has taken
or intends to take, and certain regulatory actions that Exxon has
prepared but
that occur post-close as part of the transfer of ownership and
operatorship to Sable. Please
discuss in more in depth the impact of the transfer of ownership from
Exxon to Sable, and
any impact this could have on the regulatory approval process. For
example, explain if
you would have to seek transfer approval or otherwise resubmit to any
regulatory bodies,
as required by any county, state or federal regulations, even if EM
previously received
regulatory approval. Also, for any Exxon submissions with any
regulatory bodies, if you
acquire ownership of the SYU assets and pipelines before the receipt
of regulatory
approval, please discuss this impact on any pending submissions or the
regulatory process
in general.
5. You disclose material regulatory actions in order to meet a production
restart schedule of
the third quarter of 2024, the fourth number of which is "Approval of
Zoning
Applications." You disclose thereafter that San Luis Obispo and Kern
County approved
the zoning clearance, but it appears Exxon has not achieved zoning
approval from Santa
Barbara County. You disclose that the Santa Barbara County Planning
Commission
denied the zoning applications, and on Exxon's appeal to the Santa
Barbara County Board
of Supervisors, this Board deadlocked in a vote on the appeal,
resulting in no action taken
on nor prejudice to the application. For the process going forward,
you disclose that
Exxon intends to submit to OSFM an alternative CBAT implementation
plan that will not
require Santa Barbara County regulatory approval. Please discuss if
you can restart
production without zoning approval from Santa Barbara County.
Certain Relationships and Related Person Transactions, page 315
6. We note your disclosure at the end of page 317 stating the amount of
borrowings as of
June 30, 2023 under the Working Capital Loans and under certain
Promissory Notes.
Please revise your disclosure to include the notes issued on May 12,
2023 and June 22,
2023. In addition, disclose the aggregate outstanding amount due under
the Working
Capital Loans and Promissory Notes as of the most recent practicable
date. Also clarify
the total amount, as of that date, that may be convertible into
warrants at a price of $1.00
per warrant at the option of the Sponsor.
James C. Flores
Flame Acquisition Corp.
October 6, 2023
Page 3
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
For questions regarding comments on engineering matters, you may
contact John
Hodgin, Petroleum Engineer, at (202) 551-3699. You may contact Lily Dang, Staff
Accountant,
at (202) 551-3867 or Jenifer Gallagher, Staff Accountant, at (202) 551- 3706 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Kevin Dougherty,
Attorney-
Adviser, at (202) 551-3271 with any other questions.
Sincerely,
FirstName LastNameJames C. Flores
Division of
Corporation Finance
Comapany NameFlame Acquisition Corp.
Office of Energy &
Transportation
October 6, 2023 Page 3
cc: Ryan Maierson
FirstName LastName