SEC Comment Letter 0000000000-24-004595 to Sable Offshore Corp. (SOC)
Sable Offshore Corp.
Date: April 25, 2024 · CIK: 0001831481 · Accession: 0000000000-24-004595
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277072
Letter
United States securities and exchange commission logo April 24, 2024 James C. Flores Chairman and Chief Executive Officer Sable Offshore Corp. 700 Milam Street, Suite 3300 Houston, TX 77002 Re:Sable Offshore Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed April 12, 2024 File No. 333-277072 Dear James C. Flores: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 12, 2024 letter. Amendment No. 1 to Form S-1 Liquidity and Capital Resources, page 87 1.We note your response to prior comment 5. Please revise to disclose that the PIPE investor that subscribed for $125,000,000 informed the company that it would not be able to fund the subscribed amount. Exhibits 2.We note that you have revised the registration statement to include 1,024,900 public warrants. Please instruct your counsel to revise the opinion accordingly.
FirstName LastNameJames C. Flores Comapany NameSable Offshore Corp. April 24, 2024 Page 2 FirstName LastName James C. Flores Sable Offshore Corp. April 24, 2024 Page 2 Please contact Anuja A. Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Ryan Maierson
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United States securities and exchange commission logo
April 24, 2024
James C. Flores
Chairman and Chief Executive Officer
Sable Offshore Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
Re:Sable Offshore Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 12, 2024
File No. 333-277072
Dear James C. Flores:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 12, 2024 letter.
Amendment No. 1 to Form S-1
Liquidity and Capital Resources, page 87
1.We note your response to prior comment 5. Please revise to disclose that the PIPE
investor that subscribed for $125,000,000 informed the company that it would not be able
to fund the subscribed amount.
Exhibits
2.We note that you have revised the registration statement to include 1,024,900 public
warrants. Please instruct your counsel to revise the opinion accordingly.
FirstName LastNameJames C. Flores
Comapany NameSable Offshore Corp.
April 24, 2024 Page 2
FirstName LastName
James C. Flores
Sable Offshore Corp.
April 24, 2024
Page 2
Please contact Anuja A. Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Ryan Maierson