Correspondence 0001193125-24-015401 from Sable Offshore Corp. (SOC)
Sable Offshore Corp.
Date: Jan. 25, 2024 · CIK: 0001831481 · Accession: 0001193125-24-015401
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40111
Referenced dates: January 24, 2024
Letter
Flame Acquisition Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
January 25, 2024
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. 7 to Preliminary Proxy Statement on Schedule 14A
Filed January 16, 2024
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 comment provided by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated January 24, 2024 (the “Comment Letter”) with respect to Amendment No. 7 to the Company’s preliminary proxy statement on Schedule 14A filed with the Commission on January 16, 2024 (the “Preliminary Proxy”). Concurrently with the submission of this letter, we are filing an amendment to the Preliminary Proxy (“Amendment No. 8”) with the Commission through its EDGAR system.
For your convenience, we have reproduced the Staff’s comment exactly as set forth in the Comment Letter in bold and italics below, and set forth below such comment is the Company’s response. Page numbers and captions referenced in the response refer to Amendment No. 8 unless otherwise stated. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 8.
Amendment No. 7 to Preliminary Proxy Statement on Schedule 14A filed January 16, 2024
Beneficial Ownership of Securities, page 315
1. Please revise to disclose the persons who hold voting and/or dispositive power over the shares held by Hartree Partners, LP, Metamorphic Pecan, LLC, Pilgrim Global ICAV and Fayez S. Sarofim Management Trust.
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 319 of Amendment No. 8. Additionally, Hartree Partners, LP informed the Company that it sold all of its shares of the Company in 2023. The Company accordingly has revised pages 316 and 319 of Amendment No. 8. to remove references to Hartree Partners, LP.
* * * * * * * * * *
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.
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CORRESP
Flame Acquisition Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
January 25, 2024
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. 7 to Preliminary Proxy Statement on Schedule 14A
Filed January 16, 2024
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 comment provided by the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated January 24, 2024 (the “Comment Letter”)
with respect to Amendment No. 7 to the Company’s preliminary proxy statement on Schedule 14A filed with the Commission on January 16, 2024 (the “Preliminary Proxy”). Concurrently with the submission of this
letter, we are filing an amendment to the Preliminary Proxy (“Amendment No. 8”) with the Commission through its EDGAR system.
For your convenience, we have reproduced the Staff’s comment exactly as set forth in the Comment Letter in bold and italics below, and
set forth below such comment is the Company’s response. Page numbers and captions referenced in the response refer to Amendment No. 8 unless otherwise stated. Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in Amendment No. 8.
Amendment No. 7 to Preliminary Proxy Statement on Schedule 14A filed January 16, 2024
Beneficial Ownership of Securities, page 315
1.
Please revise to disclose the persons who hold voting and/or dispositive power over the shares held by
Hartree Partners, LP, Metamorphic Pecan, LLC, Pilgrim Global ICAV and Fayez S. Sarofim Management Trust.
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 319 of Amendment No. 8.
Additionally, Hartree Partners, LP informed the Company that it sold all of its shares of the Company in 2023. The Company accordingly has revised pages 316 and 319 of Amendment No. 8. to remove references to Hartree Partners, LP.
* * * * * *
* * * *
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 D. Patrinely
Name:
Gregory D. Patrinely
Title:
Executive Vice President and Chief Financial Officer
cc:
James C. Flores, Flame Acquisition Corp.
Ryan J. Maierson, Latham & Watkins LLP