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February 13, 2023
James C. Flores
Chief Executive Officer
Flame Acquisition Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
Re:Flame Acquisition Corp.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed January 27, 2023
File No. 001-40111
Dear James C. Flores:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A filed January 27, 2023
Proposal No. 1-The Business Combination Proposal
Background of the Business Combination
Background of Flame and Sable Negotiations, page 168
1.We have read your response to prior comment 1 and note your revision to include the
definition of “Reserves” consistent with Rule 4-10(a)(26) of Regulation S-X in the
Glossary on page 8. However, we are unable to locate a similar revision to the disclosure
now provided on page 170 and note you continue to disclose the SPE PRMS definition of
“Reserves.” We reissue our prior comment.
2.We note disclosure on pages 176 and 177 indicating that Petrie Partners, among other
things, utilized certain estimates that included volumes of contingent resources prepared
by NSAI and estimates of both proved and unproved reserves prepared by Sable
management in rendering its opinions and performing its related financial analyses.

 FirstName LastNameJames C. Flores
 Comapany NameFlame Acquisition Corp.
 February 13, 2023 Page 2
 FirstName LastName
James C. Flores
Flame Acquisition Corp.
February 13, 2023
Page 2
Please expand your disclosure to explain why Sable management believes it was
appropriate to represent to Petrie Partners that the Sable Assets contained proved and
unproved reserves as of December 31, 2021.
3.Please confirm for us that all of the estimates presented in the table on page 171 are
considered by Sable management to represent reserves as of December 31, 2021 and do
not otherwise include volumes of contingent or prospective resources.
4.We have read your response to prior comment 4 and note you continue to use terms that
are the same as, or confusingly similar, to terms defined by the SEC and have used or
combined terms from another industry accepted reserves and resource classification
system in a manner that may be potentially confusing to investors despite the fact that
these terms do not satisfy SEC definitions, e.g. estimated contingent reserves, contingent
PDP reserves, proved contingent developed reserves, and contingent undeveloped
reserves.

In lieu of referring to your net volumes as contingent reserves, please revise your
disclosure to use alternative terms, such as petroleum resource volumes, and use
individual line item descriptions to reflect the current producing status as of the date the
estimates were prepared, such as shut-in volumes, ESP installation volumes, and total
developed volumes; drilling program volumes, workover program volumes, and total
undeveloped volumes.

Also expand the discussion in the footnote to each line item to clarify the uncertainty
category applied by Sable management and utilized by Petrie Partners for the express
purposes noted in the preceding paragraphs, e.g. the net quantities are unrisked remaining
proved, probable or possible recoverable volumes, as applicable, or represent a
combination of two or more of these uncertainty categories.
5.Please revise the disclosure found in the sections “Background of Flame and Sable
Negotiations” on page 168 through “The Flame Board’s Reasons for the Approval of the
Business Combination” on page 188 to use terms consistent with the revisions, if any, to
the table and related footnotes on page 171 identified in comment 4 above.

For example, the disclosure at the bottom on page 170 refers to estimates of the
contingent reserves, contingent resources and cash flow. In lieu of disclosing the
estimates as contingent reserves, revise the disclosure to use alternative terms such as
estimates of petroleum resource volumes, including contingent resources and cash flow.
Also revise any similar or related disclosure throughout the proxy statement, including but
not limited to the disclosure on page 176 (proved and unproved contingent reserves), 179
(developed and undeveloped contingent reserves; cash flows of contingent reserves
estimates), 181 (proved contingent reserves), and 182 (proved contingent reserves).

 FirstName LastNameJames C. Flores
 Comapany NameFlame Acquisition Corp.
 February 13, 2023 Page 3
 FirstName LastName
James C. Flores
Flame Acquisition Corp.
February 13, 2023
Page 3
6.Please expand the discussion in your footnotes to additionally address the following:

Expand the discussion in Footnote (1) to clarify:
All of the estimated net quantities of petroleum resources shown above would be
classified as contingent resources as of December 31, 2021 under the SPE PRMS due to
the numerous contingencies noted in the foregoing paragraphs, including finalizing the
acquisition of interests in the SYU properties.

However, Sable management believes some or all of these contingent resource volumes
may be reclassified as reserves in the future and prepared forecasts of future production
and related cash flows, referred to in the discussion under the Background to the Business
Combination and as clarified in these footnotes variously as Sable management’s internal
estimates of reserves, including estimates of proved and unproved developed and
undeveloped reserves. Refer to the relevant disclosure under Risk Factors on pages 53 and
66.

These estimates were not prepared with a view towards compliance with the published
guidelines of the SPE PRMS or the requirements of the SEC for disclosure as reserves as
of December 31, 2021 and are solely intended to be used for the specific purposes noted in
the foregoing paragraphs based on a forward-looking assumption that all of the
aforementioned contingences are successfully resolved.

Expand the discussion in Footnote (5) to clarify the reference to shut-in volumes assumes
the wells and facilities, currently shut-in since the suspension of activities, will resume
production at some future date under the production and sales conditions present at the
time of suspension.

Expand the disclosure to include additional footnotes explaining the basis for the estimate
of 2024 production, R/P and how the figures shown in the table were determined.
Information About SYU, page 236
7.We have read your response to prior comment 6; however, we are unable to locate your
disclosure revisions under the section “Information About SYU.” Please expand your
disclosure under this section to clarify that the estimated quantities of petroleum contained
in the SYU assets are classified as contingent resources, identify the various contingencies
that prohibit the disclosure of reserves at this time, and clearly state that none of the
estimated petroleum quantities meet the requirements for disclosure as reserves pursuant
to the guidelines published by the SEC in Rule 4-10(a) of Regulation S-X as of December
31, 2021. We reissue our prior comment.
            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.

 FirstName LastNameJames C. Flores
 Comapany NameFlame Acquisition Corp.
 February 13, 2023 Page 4
 FirstName LastName
James C. Flores
Flame Acquisition Corp.
February 13, 2023
Page 4
            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,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan Maierson