SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 Flame Acquisition Corp.

700 Milam Street, Suite 3300

Houston, TX 77002

 November 6, 2023

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Division of Corporation Finance

Attention:

 John Hodgin

 Lily Dang

Jenifer Gallagher

 Anuja A. Majmudar

Kevin Dougherty

Re:
 Flame Acquisition Corp.

Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A

Filed October 13, 2023

File No. 001-40111

To the addressees set forth above:

 This letter
sets forth the response of Flame Acquisition Corp. (the “Company,” “we,” “our” and “us”) to the comments provided by the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated October 24, 2023 (the “Comment Letter”)
with respect to Amendment No. 4 to the Company’s preliminary proxy statement on Schedule 14A filed with the Commission on October 13, 2023 (the “Preliminary Proxy”). Concurrently with the submission of this
letter, we are filing an amendment to the Preliminary Proxy (“Amendment No. 5”) with the Commission through its EDGAR system.

For your convenience, we have reproduced the Staff’s comments exactly as set forth in the Comment Letter in bold and italics below, and
set forth below each such comment is the Company’s response. Page numbers and captions referenced in the responses refer to Amendment No. 5 unless otherwise stated. Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in Amendment No. 5.

 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 business combination.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 253 of Amendment No. 5.

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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 159 of Amendment No. 5.

*    *    *    *    *    *
 *    *    *    *

 Please direct any questions or comments regarding this
correspondence to our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420.

Very truly yours,

Flame Acquisition Corp.

By:

 /s/ Gregory Patrinely

Name:

Gregory Patrinely

Title:

Executive Vice President and Chief Financial Officer

cc:
 James C. Flores, Flame Acquisition Corp.

Ryan J. Maierson, Latham & Watkins LLP