United States securities and exchange commission logo
October 24, 2023
James C. Flores
Chief Executive Officer
Flame Acquisition Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
Re: Flame Acquisition
Corp.
Amendment No. 4 to
Preliminary Proxy Statement on Schedule 14A
Filed October 13,
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. 4 to Preliminary Proxy Statement on Schedule 14A filed
October 13, 2023
Pipeline 901 Incident, page 252
1. In response to comment
4, you discuss in your response letter that PPC is the entity that is
responsible for
obtaining the referenced regulatory approvals and will continue to be in
the event any
regulatory approvals are pending post-closing. Please clarify post close of
the Sable-EM purchase
agreement, which entity will be responsible for obtaining
regulatory approvals.
Please also disclose if a delay in regulatory approvals could delay
the close of the
Sable-EM Purchase Agreement, or alternatively, disclose if the Sable-EM
Purchase Agreement can
close before regulatory approvals are received necessary to
restart production and
discuss any impact this could have on the regulatory approval
process. For example,
you disclose that PPC/EM intends to submit to OSFM an
alternative CBAT
implementation plan that will not require Santa Barbara County zoning
approval. If this plan
is not submitted, or not approved by OSFM before the time
shareholders approval
the business combination and the substantially concurrent
consummation of the
transactions contemplated by the Sable-EM Purchase Agreement,
please disclose any
impact this could have on the regulatory approval process and the
James C. Flores
Flame Acquisition Corp.
October 24, 2023
Page 2
business combination.
2. As part of Sable obtaining the SYU and Pipeline assets, you disclose on
page 159 that
following closing of the Sable-EM Purchase Agreement, Sable will
similarly need to
obtain a Line 901 and Line 903 permit transfer for Change of Ownership,
Change of
Guarantor, and Change of Operator from EM to Sable. Please disclose any
risks from this
requirement; for example, disclose if even after closing of the Sable-EM
Purchase
Agreement, if Sable will need to obtain a Line 901 and Line 903 permit
transfer for
Change of Ownership, Change of Guarantor, and Change of Operator from EM
to Sable
from the Santa Barbara County Planning Commission, and disclose if this
transfer may
not be approved and any resulting impact on your operations.
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 24, 2023 Page 2
cc: Ryan Maierson
FirstName LastName