SecProbe.io

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 Document April 29, 2025 Via EDGAR Transmission Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Office of Energy & Transportation Attn: Kevin Dougherty Re: Sable Offshore Corp. Registration Statement on Form S-3 Filed April 22, 2025 File No. 333-286675 To the addressees set forth above, In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on May 1, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Sable Offshore Corp. (the “ Company ”) or its counsel may request via telephone call to the staff. Please contact Ryan J. Maierson of Latham & Watkins LLP, counsel to the Company, at (713) 546-7420 or in his absence, Shawn M. Quinn at (212) 906-4685, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter. Very truly yours, Sable Offshore Corp. /s/ Gregory D. Patrinely Name: Gregory D. Patrinely Title: Executive Vice President and Chief Financial Officer cc: James C. Flores, Sable Offshore Corp. Ryan J. Maierson, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2025

Gregory D. Patrinely
Executive Vice President and Chief Financial Officer
Sable Offshore Corp.
845 Texas Avenue, Suite 2920
Houston, TX 77002

 Re: Sable Offshore Corp.
 Registration Statement on Form S-3
 Filed April 22, 2025
 File No. 333-286675
Dear Gregory D. Patrinely:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Kevin Dougherty at 202-551-3271 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Ryan Maierson
</TEXT>
</DOCUMENT>

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 October 30, 2024

Via EDGAR Transmission

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Division of Corporation Finance

 Office of Energy &
Transportation

 Attn: Timothy S. Levenberg

Re:
 Sable Offshore Corp.

Registration Statement on Form S-1

Filed October 11, 2024

File No. 333-282622

To the addressees set forth above,

 In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective on November 1, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Sable Offshore Corp. (the “Company”) or its counsel may request via telephone call to the staff.
Please contact Ryan J. Maierson of Latham & Watkins LLP, counsel to the Company, at (713) 546-7420 or in his absence, Shawn M. Quinn at (212) 906-4685, to
provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Very truly yours,

Sable Offshore Corp.

 /s/ Gregory D. Patrinely

Name: Gregory D. Patrinely

Title: Executive Vice President and Chief Financial Officer

 cc:  James C. Flores, Sable Offshore Corp.

Ryan J. Maierson, Latham & Watkins LLP

October 22, 2024
Gregory D. Patrinely
Executive Vice President and Chief Financial Officer
Sable Offshore Corp.
845 Texas Avenue, Suite 2920
Houston, Texas 77002
Re:Sable Offshore Corp.
Registration Statement on Form S-1
Filed October 11, 2024
File No. 333-282622
Dear Gregory D. Patrinely:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ryan Maierson, Esq., of Latham & Watkins LLP

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 Sable Offshore Corp.

845 Texas Avenue, Suite 2900

Houston, TX 77002

 May 9, 2024

Via EDGAR Transmission

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Division of Corporation Finance

 Office of Energy &
Transportation

Attn:
 Anuja A. Majmudar

Daniel Morris

Re:
 Sable Offshore Corp.

 
 Amendment No. 2 to Registration Statement on Form S-1

 
 Filed April 30, 2024

 
 File No. 333-277072

To the addressees set forth above,

 In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective on May 10, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Sable Offshore Corp. (the “Company”) or its counsel may request via telephone call to the staff.
Please contact Ryan J. Maierson of Latham & Watkins LLP, counsel to the Company, at (713) 546-7420 or in his absence, Shawn M. Quinn at
(212) 906-4685, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Very truly yours,

Sable Offshore Corp.

/s/ Gregory D. Patrinely

Name: Gregory D. Patrinely

Title: Executive Vice President and Chief Financial Officer

cc:
 James C. Flores, Sable Offshore Corp.

Ryan J. Maierson, Latham & Watkins LLP

CORRESP
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CORRESP

 Sable Offshore Corp.

845 Texas Avenue, Suite 2900

Houston, TX 77002

 April 29, 2024

 VIA EDGAR

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Division of Corporation Finance

 Office of Energy &
Transportation

 Attention: Anuja A. Majmudar

   Daniel Morris

Re:
 Sable Offshore Corp.

Amendment No. 1 to Registration Statement on Form S-1

Filed April 12, 2024

File No. 333-277072

To the addressees set forth above:

 This letter
sets forth the response of Sable Offshore 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 April 24, 2024 (the “Comment Letter”)
relating to Amendment No. 1 (File No. 333-277072) to the Company’s Registration Statement on Form S-1 (the “Form S-1”), filed on
April 12, 2024. Concurrently with its submission of this letter to the Staff, the Company has filed an amendment to the Form S-1 (“Amendment
No. 2”) 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. 2 unless otherwise stated.

 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 87 of Amendment
No. 2.

 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.

 Response: The Company acknowledges
the Staff’s comment and has included a revised opinion of counsel as Exhibit 5.1 to Amendment No. 2.

* * * * * * * * * *

 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,

Sable Offshore Corp.

By:

 /s/ Gregory D. Patrinely

Name:

Gregory D. Patrinely

Title:

Executive Vice President and Chief Financial Officer

cc:
 James C. Flores, Sable Offshore Corp.

Ryan J. Maierson, Latham & Watkins LLP

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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 Sable Offshore Corp.

845 Texas Avenue, Suite 2920

Houston, TX 77002

 April 12, 2024

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Division of Corporation Finance

 Office of Energy &
Transportation

 Attention: Anuja A. Majmudar

   Daniel Morris

Re:
 Sable Offshore Corp.

Registration Statement on Form S-1

Filed February 14, 2024

File No. 333-277072

To the addressees set forth above:

 This letter
sets forth the response of Sable Offshore 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 March 12, 2024 (the “Comment Letter”)
relating to the Company’s Registration Statement on Form S-1 (the “Form S-1”), filed on February 14, 2024. Concurrently with its
submission of this letter to the Staff, the Company has filed an amendment to the Form S-1 (the “Amended Form S-1”) 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 the Amended Form S-1 unless otherwise stated.

Form S-1 filed February 14, 2024

Cover Page

1.
 We note that you are registering 7,187,500 shares of your common stock issued to certain insiders.
Disclose the price that the selling securityholders paid for such shares of common stock.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the prospectus cover page of the
Amended Form S-1.

2.
 Please revise as necessary to reconcile your cover page disclosure that the warrants are currently
“in the money” with your disclosure at pages 18 and 42 that there is no guarantee that the warrants will ever be “in the money.”

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the prospectus cover page and pages
18 and 43 of the Amended Form S-1.

 Risk Factors

Risks Related to the Business of the Company

Future Sale (including pursuant to this Prospectus), or the perception of future sales…, page 41

3.
 Please revise your risk factor to disclose the purchase price of the securities being registered for
resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that whether the current trading price is above the SPAC IPO price as it is as of the date of this prospectus, or even if it
drops below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 40-41 of the Amended Form S-1.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 82

4.
 Please expand your discussion here and in your summary to reflect the fact that this offering involves
the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page pages 87-88 of the Amended Form S-1.

 Liquidity and Capital Resources, page 87

5.
 We note you disclose in a Form 8-K filed on
February 14, 2024 that following the Special Meeting, a PIPE investor that subscribed for $125,000,000 informed the Company that it would not be able to fund that subscribed amount. You further state in
the Form 8-K that the Company secured additional PIPE investments to replace $53,000,000 of the amount previously committed by the PIPE investor and that you would continue to seek additional investments to
fund in connection with or shortly after the closing to provide additional liquidity to the Company. In light of the significant number of redemptions and the shortfall of the PIPE investment, expand your discussion of capital resources to address
any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional
capital.

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on page 88 of the Amended Form S-1.

 * * * * * * *
* * *

 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,

Sable Offshore Corp.

By:

 /s/ Gregory Patrinely

Name:

Gregory Patrinely

Title:

Executive Vice President and Chief Financial Officer

cc:
 James C. Flores, Sable Offshore Corp.

Ryan J. Maierson, Latham & Watkins LLP

United States securities and exchange commission logo
March 12, 2024
James C. Flores
Chairman and Chief Executive Officer
Sable Offshore Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
Re:Sable Offshore Corp.
Registration Statement on Form S-1
Filed February 14, 2024
File No. 333-277072
Dear James C. Flores:
            We have conducted a limited review of your 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.
Form S-1 filed February 14, 2024
Cover Page
1.We note that you are registering 7,187,500 shares of your common stock issued to certain
insiders.  Disclose the price that the selling securityholders paid for such shares of
common stock.
2.Please revise as necessary to reconcile your cover page disclosure that the warrants are
currently "in the money" with your disclosure at pages 18 and 42 that there is no
guarantee that the warrants will ever be "in the money."

 FirstName LastNameJames C. Flores
 Comapany NameSable Offshore Corp.
 March 12, 2024 Page 2
 FirstName LastName
James C. Flores
Sable Offshore Corp.
March 12, 2024
Page 2
Risk Factors
Risks Related to the Business of the Company
Future sales (including pursuant to this Prospectus), or the perception of future sales..., page 41
3.Please revise your risk factor to disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that whether the current trading price is
above the SPAC IPO price as it is as of the date of this prospectus, or even if it drops
below the SPAC IPO price, the private investors have an incentive to sell because they
will still profit on sales because of the lower price that they purchased their shares than the
public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
82
4.Please expand your discussion here and in your summary to reflect the fact that this
offering involves the potential sale of a substantial portion of shares for resale and discuss
how such sales could impact the market price of the company’s common stock.
Liquidity and Capital Resources, page 87
5.We note you disclose in a Form 8-K filed on February 14, 2024 that following the Special
Meeting, a PIPE investor that subscribed for $125,000,000 informed the Company that it
would not be able to fund that subscribed amount.  You further state in the Form 8-K that
the Company secured additional PIPE investments to replace $53,000,000 of the amount
previously committed by the PIPE investor and that you would continue to seek additional
investments to fund in connection with or shortly after the closing to provide additional
liquidity to the Company.  In light of the significant number of redemptions and the
shortfall of the PIPE investment, expand your discussion of capital resources to address
any changes in the company's liquidity position since the business combination.  If the
company is likely to have to seek additional capital, discuss the effect of this offering on
the company's ability to raise additional capital.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameJames C. Flores
 Comapany NameSable Offshore Corp.
 March 12, 2024 Page 3
 FirstName LastName
James C. Flores
Sable Offshore Corp.
March 12, 2024
Page 3
             Please contact Anuja 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

United States securities and exchange commission logo
January 30, 2024
James C. Flores
Chief Executive Officer
Flame Acquisition Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
Re:Flame Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 10, 2022
File No. 001-40111
Dear James C. Flores:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan Maierson

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 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

United States securities and exchange commission logo
January 24, 2024
James C. Flores
Chief Executive Officer
Flame Acquisition Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
Re:Flame Acquisition Corp.
Amendment No. 7 to Preliminary Proxy Statement on Schedule 14A
Filed January 16, 2024
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. 7 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.

 FirstName LastNameJames C. Flores
 Comapany NameFlame Acquisition Corp.
 January 24, 2024 Page 2
 FirstName LastName
James C. Flores
Flame Acquisition Corp.
January 24, 2024
Page 2
            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,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan Maierson

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 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

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

 FirstName LastNameJames C. Flores
 Comapany NameFlame Acquisition Corp.
 October 24, 2023 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan Maierson

CORRESP
1
filename1.htm

CORRESP

 Flame Acquisition Corp.

700 Milam Street, Suite 3300

Houston, TX 77002

 October 13, 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. 3 to Preliminary Proxy Statement on Schedule 14A

Filed September 14, 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 6, 2023 (the “Comment Letter”) with
respect to Amendment No. 3 to the Company’s preliminary proxy statement on Schedule 14A filed with the Commission on September 14, 2023 (the “Preliminary Proxy”). Concurrently with the submission of this
letter, we are filing an amendment to the Preliminary Proxy (“Amendment No. 4”) 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. 4 unless otherwise stated. Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in Amendment No. 4.

 Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A filed September 14, 2023

 Proposal No. 1-The Business Combination Proposal

Background of the Business Combination

Background of Flame and Sable Negotiations, page 175

1.
 The column header for “Gas” in the tabular summary of “Net Estimated Contingent Resources
and Production” on pages 178 and 183 indicates the gas volumes are in MMcf. However, based on the figures shown as MMBoe in the column “Total,” the gas figures appear to represent volumes of gas in Bcf. Please reconcile your
disclosure and modify as necessary or tell us why a change is not needed.

 Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 178 and 183 of Amendment No. 4 to refer to Bcf rather than MMcf.

2.
 We also note there appears to be a typographical error in the figure representing the sum of the
figures “NSAI Adjusted Low Estimate Base Forecast” and the “ESP Installations Low Estimate” shown under the column “5% Strip Inc.” Please reconcile the disclosure on pages 178 and 183 and modify as necessary or tell us
why a change is not needed.

 Response: The Company acknowledges the Staff’s comment and
has revised the disclosure on page 178 of Amendment No. 4 to correct the typographical error. The referenced figure in the table on page 183 of Amendment No. 4 is correct and does not sum due to rounding. The Company has added a note to
the table on each of pages 178 and 183 of Amendment No. 4 to explain that numbers may not total due to rounding.

 Opinion of the Flame Board of
Director’s Financial Advisor

 Discounted Cash Flow Analysis, page 188

3.
 Please revise the discussion of Petrie Partners’ evaluation methodology on pages 188 and 199 to
replace the term “reserve category” with the term resource category consistent with the disclosure of low and best category estimates of contingent resources elsewhere in proxy statement.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 188 and 199 of Amendment
No. 4.

 Pipeline 901 Incident, page 252

4.
 You disclose material regulatory actions in order to meet a production restart schedule of the third
quarter of 2024. In this regard, you disclose various actions that Exxon has taken or intends to take, and certain regulatory actions that Exxon has prepared but that occur post-close as part of the transfer of ownership and operatorship to Sable.
Please discuss in more in depth the impact of the transfer of ownership from Exxon to Sable, and any impact this could have on the regulatory approval process. For example, explain if you would have to seek transfer approval or otherwise resubmit to
any regulatory bodies, as required by any county, state or federal regulations, even if EM previously received regulatory approval. Also, for any Exxon submissions with any regulatory bodies, if you acquire ownership of the SYU assets and pipelines
before the receipt of regulatory approval, please discuss this impact on any pending submissions or the regulatory process in general.

 Response: The Company acknowledges the Staff’s comment and respectfully
notes that EM’s subsidiary, Pacific Pipeline Company (“PPC”), is the current owner of the Pipelines and will be sold to Sable pursuant to the Sable-EM Purchase Agreement. As a
result, 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. The Company has revised the disclosure on page 253 of Amendment
No. 4 to reflect this.

5.
 You disclose material regulatory actions in order to meet a production restart schedule of the third
quarter of 2024, the fourth number of which is “Approval of Zoning Applications.” You disclose thereafter that San Luis Obispo and Kern County approved the zoning clearance, but it appears Exxon has not achieved zoning approval from Santa
Barbara County. You disclose that the Santa Barbara County Planning Commission denied the zoning applications, and on Exxon’s appeal to the Santa Barbara County Board of Supervisors, this Board deadlocked in a vote on the appeal, resulting in
no action taken on nor prejudice to the application. For the process going forward, you disclose that Exxon intends to submit to OSFM an alternative CBAT implementation plan that will not require Santa Barbara County regulatory approval. Please
discuss if you can restart production without zoning approval from Santa Barbara County.

 Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 253 of Amendment No. 4.

 Certain Relationships and
Related Person Transactions, page 315

6.
 We note your disclosure at the end of page 317 stating the amount of borrowings as of
June 30, 2023 under the Working Capital Loans and under certain Promissory Notes. Please revise your disclosure to include the notes issued on May 12, 2023
and June 22, 2023. In addition, disclose the aggregate outstanding amount due under the Working Capital Loans and Promissory Notes as of the most recent practicable date. Also clarify the total amount,
as of that date, that may be convertible into warrants at a price of $1.00 per warrant at the option of the Sponsor.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 5, 6, 242-245 and 316-318 of Amendment No. 4.

* * * * * * * * * *

 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

United States securities and exchange commission logo
October 6, 2023
James C. Flores
Chief Executive Officer
Flame Acquisition Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
Re:Flame Acquisition Corp.
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A
Filed September 14, 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. 3 to Preliminary Proxy Statement on Schedule 14A filed September 14, 2023
Proposal No. 1-The Business Combination Proposal
Background of the Business Combination
Background of Flame and Sable Negotiations, page 175
1.The column header for “Gas” in the tabular summary of “Net Estimated Contingent
Resources and Production” on pages 178 and 183 indicates the gas volumes are in MMcf.
However, based on the figures shown as MMBoe in the column “Total,” the gas figures
appear to represent volumes of gas in Bcf. Please reconcile your disclosure and modify as
necessary or tell us why a change is not needed.
2.We also note there appears to be a typographical error in the figure representing the sum
of the figures “NSAI Adjusted Low Estimate Base Forecast” and the “ESP Installations
Low Estimate” shown under the column “5% Strip Inc.”  Please reconcile the disclosure
on pages 178 and 183 and modify as necessary or tell us why a change is not needed.

 FirstName LastNameJames C. Flores
 Comapany NameFlame Acquisition Corp.
 October 6, 2023 Page 2
 FirstName LastName
James C. Flores
Flame Acquisition Corp.
October 6, 2023
Page 2
Opinion of the Flame Board of Director's Financial Advisor
Discounted Cash Flow Analysis, page 188
3.Please revise the discussion of Petrie Partners’ evaluation methodology on pages 188 and
199 to replace the term “reserve category” with the term resource category consistent with
the disclosure of low and best category estimates of contingent resources elsewhere in
proxy statement.
Pipeline 901 Incident, page 252
4.You disclose material regulatory actions in order to meet a production restart schedule of
the third quarter of 2024. In this regard, you disclose various actions that Exxon has taken
or intends to take, and certain regulatory actions that Exxon has prepared but
that occur post-close as part of the transfer of ownership and operatorship to Sable.  Please
discuss in more in depth the impact of the transfer of ownership from Exxon to Sable, and
any impact this could have on the regulatory approval process. For example, explain if
you would have to seek transfer approval or otherwise resubmit to any regulatory bodies,
as required by any county, state or federal regulations, even if EM previously received
regulatory approval.  Also, for any Exxon submissions with any regulatory bodies, if you
acquire ownership of the SYU assets and pipelines before the receipt of regulatory
approval, please discuss this impact on any pending submissions or the regulatory process
in general.
5.You disclose material regulatory actions in order to meet a production restart schedule of
the third quarter of 2024, the fourth number of which is "Approval of Zoning
Applications." You disclose thereafter that San Luis Obispo and Kern County approved
the zoning clearance, but it appears Exxon has not achieved zoning approval from Santa
Barbara County.  You disclose that the Santa Barbara County Planning Commission
denied the zoning applications, and on Exxon's appeal to the Santa Barbara County Board
of Supervisors, this Board deadlocked in a vote on the appeal, resulting in no action taken
on nor prejudice to the application. For the process going forward, you disclose that
Exxon intends to submit to OSFM an alternative CBAT implementation plan that will not
require Santa Barbara County regulatory approval. Please discuss if you can restart
production without zoning approval from Santa Barbara County.

Certain Relationships and Related Person Transactions, page 315
6.We note your disclosure at the end of page 317 stating the amount of borrowings as of
June 30, 2023 under the Working Capital Loans and under certain Promissory Notes.
Please revise your disclosure to include the notes issued on May 12, 2023 and June 22,
2023.  In addition, disclose the aggregate outstanding amount due under the Working
Capital Loans and Promissory Notes as of the most recent practicable date.  Also clarify
the total amount, as of that date, that may be convertible into warrants at a price of $1.00
per warrant at the option of the Sponsor.

 FirstName LastNameJames C. Flores
 Comapany NameFlame Acquisition Corp.
 October 6, 2023 Page 3
 FirstName LastName
James C. Flores
Flame Acquisition Corp.
October 6, 2023
Page 3
            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,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan Maierson

CORRESP
1
filename1.htm

CORRESP

 Flame Acquisition Corp.

700 Milam Street, Suite 3300

Houston, TX 77002

 September 14, 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. 2 to Preliminary Proxy Statement on Schedule 14A

 Filed January 27, 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 February 13, 2023 (the “Comment Letter”)
with respect to Amendment No. 2 to the Company’s preliminary proxy statement on Schedule 14A filed with the Commission on January 27, 2023 (the “Preliminary Proxy”). Concurrently with the submission of this
letter, we are filing an amendment to the Preliminary Proxy (“Amendment No. 3”) 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. 3 unless otherwise stated. Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in Amendment No. 3.

 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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 177 of Amendment No. 3.

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. 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.

Response: The Company respectfully notes that Sable management represented to Petrie Partners that they believed the estimates of
contingent resources would be classified as reserves upon successful resolution of the contingencies, and that Petrie Partners understood this distinction in rendering its opinion and performing its related financial analyses. As a result of the
revisions in response to the Staff’s comment 4, the disclosure on pages 185 and 186 of Amendment No. 3 has been revised accordingly.

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.

Response: The Company respectfully acknowledges the Staff’s comment and submits to the Staff that the estimates presented on
page 178 and 183 of Amendment No. 3 do not represent reserves and that the captions have been revised in response to the Staff’s comment 4.

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.

Response: The Company acknowledges the Staff’s comment and, as previewed on a phone call with John Hodgin and other members
of the Staff on March 15, 2023, has revised the disclosure on pages 176-178 and 183-184 of Amendment No. 3.

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).

 Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 177-178, 183-186, 188-190 and 192 of Amendment
No. 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.

 - 2 -

 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.

 Response: The
Company acknowledges the Staff’s comment and has revised the disclosure on pages 176-178 of Amendment No. 3.

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.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 251 of Amendment No. 3.

*    *    *    *    *    *
 *    *    *    *

 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

 - 3 -

United States securities and exchange commission logo
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

United States securities and exchange commission logo
February 10, 2023
James C. Flores
Chairman of the Board of Directors
Flame Acquisition Corp.
700 Milam Street, Suite 3300
Houston, TX 77002
Re:Flame Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed January 23, 2023
File No. 001-40111
Dear James C. Flores:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

CORRESP

 Flame Acquisition Corp.

700 Milam Street, Suite 3300

Houston, TX 77002

 February 9, 2023

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F. Street, N.E.

Washington, DC 20549

Attention:

 John Hodgin

 Lily Dang

Jenifer Gallagher

 Anuja A. Majmudar

Kevin Dougherty

Re:
 Flame Acquisition Corp.

 Preliminary Proxy Statement on Schedule 14A

 Filed January 23, 2023

 File No. 001-40111

Ladies and Gentlemen:

 Pursuant to a discussion with the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission on February 8, 2023, Flame Acquisition Corp. (the “Company”) is hereby responding to the comments
provided by the Staff telephonically on February 8, 2023 to the above referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). In connection with this letter, the Company is planning to
file a Definitive Proxy Statement on Schedule 14A (the “Definitive Proxy Statement”) on February 10, 2023. For ease of reference, we have set forth the Staff’s comment and the Company’s response for the item
below.

 Preliminary Proxy Statement on Schedule 14A filed January 23, 2023

General

1.
 In a teleconference held on February 8, 2023, the Staff requested that the Company
provide additional disclosure to the Preliminary Proxy Statement regarding the investment of the funds held in the trust account and treatment of special purpose acquisition companies, such as the Company, under the Investment Company Act of 1940,
as amended.

 Response: The Company acknowledges the Staff’s comment and has added relevant disclosure on
page 3 of the Definitive Proxy Statement. The excerpted disclosure is included below.

 RISK FACTORS

You should consider carefully all of the risks described in our Business Combination Proxy Statement, first filed with the SEC on
November 10, 2022, our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 4, 2022, and our Quarterly Report on Form
10-Q for the quarter ended September 30, 2022 filed with the SEC on November 14, 2022, and in the other reports we file with the SEC before making a decision to vote on the proposals described in
this proxy statement or to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the
trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we
are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome
compliance requirements and our activities would be severely restricted and, as a result, we may fail to satisfy a condition in the Business Combination Agreement and may be required to wind up, redeem and liquidate.

On March 30, 2022, the SEC issued a rule proposal that discussed, among other things, circumstances in which special purpose acquisition
companies (the “SPAC Rule Proposal”) could potentially be subject to the Investment Company Act of 1940, as amended, and the regulations thereunder (collectively, the “Investment Company Act”). The SPAC Rule Proposal
includes a proposed safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act if a special purpose acquisition company satisfies certain criteria, including a
limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the proposed safe harbor, the SPAC Rule Proposal would require a company to file a Current Report
on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of its registration
statement for its initial public offering (the “IPO Registration Statement”). To avail itself of the safe harbor in the SPAC Rule Proposal, a company would then be required to complete its initial business combination no later than
24 months after the effective date of its IPO Registration Statement.

 We completed our IPO in February 2021 and have operated as a
blank check company searching for a target business with which to consummate an initial business combination since such time until our announcement regarding our proposed Business Combination on November 2, 2022. It is possible that a claim
could be made that we have been operating as an unregistered investment company.

 We do not believe that our principal activities will
subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, our activities would be
severely restricted and we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. In addition, unless we were able to modify our activities so that we would not be deemed an investment company, we may
fail to satisfy a condition in the Merger Agreement, which could result in the termination of

the Merger Agreement. After any such termination, we may instead be required to wind up, redeem and liquidate. If we are required to liquidate, our stockholders will miss the opportunity to
benefit from an investment in a target company and the potential appreciation in value of such investment through our proposed Business Combination. Additionally, if we are required to liquidate, there will be no redemption rights or liquidating
distributions with respect to our warrants, which will expire worthless in the event of our winding up.

 To mitigate the risk that
we might be deemed to be an investment company for purposes of the Investment Company Act, we expect to, prior to the end of the 24-month period after the effective date of our IPO Registration Statement,
instruct the trustee to transfer the securities held in the trust account and instead to hold the funds in the trust account in cash (which may include an interest bearing demand deposit account at a national bank) until the earlier of the
consummation of a business combination or our liquidation. As a result, following sale of securities in the trust account, if any, we would likely receive minimal interest, if any, on the funds held in the trust account, which could reduce the
dollar amount the public stockholders would receive upon any redemption or liquidation of the Company.

 The funds in the trust
account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. While the funds in the trust account continue to be invested in such instruments, to mitigate the risk of us being deemed to be an
unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we expect to, prior to the 24-month anniversary of the effective date of the IPO Registration Statement (February 24, 2023), instruct the trustee with respect to the trust account to transfer the U.S. government treasury
obligations or money market funds held in the trust account and thereafter, to hold all funds in the trust account in cash (which may include an interest bearing demand deposit account at a national bank) until the earlier of consummation of a
business combination or liquidation of the Company. Following any such sale of the securities held in the trust account, we would likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on
the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to transfer the securities held in the trust account and thereafter to hold all funds in the
trust account in cash (which may include an interest bearing demand deposit account at a national bank) could reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to the 24-month anniversary of the effective date of the IPO
Registration Statement, we may be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even
prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company under Section 3(a)(1)(A) of the Investment Company Act, in which case we may
be required to liquidate the Company. If we are required to liquidate, our stockholders will miss the opportunity to benefit from an investment in a target company and the potential appreciation in value of such investment through a business
combination. Additionally, if we are required to

liquidate, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. The risk of being deemed
subject to the Investment Company Act may increase the longer the Company holds securities (i.e., the longer past two years the securities are held), and also may increase to the extent the funds in the trust account are not held in cash
(which may include an interest bearing demand deposit account at a national bank). Accordingly, we expect to, prior to the 24-month anniversary of the effective date of the IPO Registration
Statement, instruct the trustee with respect to the trust account to transfer the securities held in the trust account and instead hold all funds in the trust account in cash (which may include an interest bearing demand deposit account at a
national bank), which could further reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of the Company.

* * * *

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

Sincerely,

FLAME ACQUISITION CORP.

/s/ Gregory Patrinely

Gregory Patrinely

Chief Financial Officer

cc:
 James C. Flores, Flame Acquisition Corp.

Ryan J. Maierson, Latham & Watkins LLP

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February 23, 2021

VIA EDGAR

Kevin Dougherty

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:

Kevin Dougherty

Office of Energy & Transportation

Re:

Flame Acquisition Corp.

Registration Statement on Form S-1

Filed February 5, 2021, as amended

File No. 333-252805

Dear Mr. Dougherty:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Flame Acquisition Corp.  (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 24, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 275 copies of the preliminary prospectus dated February 22, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

COWEN AND COMPANY, LLC

By:

/s/ Christopher Weekes

Name: Christopher Weekes

Title: Managing Director

INTREPID PARTNERS, LLC

By:

/s/ Timothy Carlson

Name: Timothy Carlson

Title: Managing Director

[Signature Page to Underwriter's Acceleration Request Letter]

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Flame Acquisition corp.

700 Milam Street Suite 3300

Houston, TX 77002

(713) 579-6106

February 23, 2021

Via Edgar

Office of Energy & Transportation

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Attn:

Kevin Dougherty

Re:

Flame Acquisition Corp.

Registration Statement on Form S-1

Filed February 5, 2021, as amended

File No. 333-252805

Dear Mr. Dougherty:

Flame Acquisition Corp. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 4:00 P.M., Washington, D.C. time, on February 24, 2021 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.

Very truly yours,

FLAME ACQUISITION CORP.

By:

/s/ Gregory D. Patrinely

Gregory D. Patrinely

Chief Financial Officer and Secretary

Cc:Ryan J. Maierson, Latham & Watkins LLP

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
February 22, 2021
Gregory D. Patrinely
Chief Financial Officer and Secretary
Flame Acquisition Corp.
700 Milam Street Suite 3300
Houston, TX 77002
Re:Flame Acquisition Corp.
Registration Statement on Form S-1
Filed February 5, 2021
Amendment No. 1 to Registration Statement on Form S-1
Filed February 18, 2021
File No. 333-252805
Dear Mr. Patrinely:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 23, 2020 letter.
Amendment No.1 to Form S-1 filed February 18, 2021
Summary
Our Competitive Strengths, page 4
1.We note your response to comment 1 and revisions on page 115 and 116, and re-issue in
part. Please balance the disclosure here of your management team having created
significant shareholder value across several high-profile transactions from the 1990s
through 2013, with your management team's most recent experience with Sable Permian.

 FirstName LastNameGregory D.  Patrinely
 Comapany NameFlame Acquisition Corp.
 February 22, 2021 Page 2
 FirstName LastName
Gregory D.  Patrinely
Flame Acquisition Corp.
February 22, 2021
Page 2
Exhibits
2.We note that your forum selection provision as disclosed on page 68 and 143 identifies
(i) the Court of Chancery of the State of Delaware as the exclusive forum for certain
litigation, including any “derivative action," provided that the exclusive forum provision
will not apply to suits brought to enforce any liability or duty created by the Securities Act
or the Exchange Act, "to any claim for which the federal courts have exclusive
jurisdiction," and (ii) further provides that the federal district courts of the United States of
America shall be the exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act of 1933, as amended.
•Please revise Section 12.1 of your amended and restated certificate of incorporation
to state clearly that your exclusive forum provision does not apply to any actions
arising under the Exchange Act.
•In regards to your federal forum exclusive forum clause for Securities Act claims,
please revise your prospectus to disclose that investors cannot waive compliance with
the federal securities laws and the rules and regulations thereunder. In this
regard, Section 22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder.
            You may contact Diane Fritz, Staff Accountant, at (202) 551-3311 or Ethan Horowitz,
Accounting Branch Chief, at (202) 551- 3311 if you have questions regarding comments on the
financial statements and related matters. Please contact Kevin Dougherty, Staff Attorney, at
(202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ben L. Winnett

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February 22, 2021

VIA EDGAR AND HAND DELIVERY

Division of Corporation Finance

811 Main Street, Suite 3700

Houston, TX  77002

Tel: +1.713.546.5400  Fax: +1.713.546.5401

www.lw.com

FIRM / AFFILIATE OFFICES

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Munich

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Paris

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Washington, D.C.

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

Attention:

Diane Fritz

Ethan Horowitz

Kevin Dougherty

Loan Lauren Nguyen

Re:

Flame Acquisition Corp.

Draft Registration Statement on Form S-1

Amendment No. 1 to Registration Statement on Form S-1

Filed February 18, 2021

File No. 333-252805

Ladies and Gentlemen:

On behalf of our client, Flame Acquisition Corp. (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated February 22, 2021, relating to the Company’s amended registration statement on Form S-1 submitted to the Commission on February 18, 2021 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company is publicly filing through EDGAR its Amendment No. 2 to its Registration Statement (“S-1”).  For the Staff’s reference, we are providing to the Staff by hand delivery copies of this letter as well as both a clean copy of the S-1 and a copy marked to show all changes from the amended version submitted on February 18, 2021.

February 22, 2021

Page 2

For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein.  The Company has also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the S-1.

Amended Registration Statement on Form S-1, submitted February 18, 2021

Summary

Our Competitive Strengths, page 4

1.

We note your response to comment 1 and revisions on page 115 and 116, and re-issue in part. Please balance the disclosure here of your management team having created significant shareholder value across several high-profile transactions from the 1990s through 2013, with your management team's most recent experience with Sable Permian.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 5 and 91 of the S-1.

General

2.

We note that your forum selection provision as disclosed on page 68 and 143 identifies (i) the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action," provided that the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act, “to any claim for which the federal courts have exclusive jurisdiction,” and (ii) further provides that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

a.

Please revise Section 12.1 of your amended and restated certificate of incorporation to state clearly that your exclusive forum provision does not apply to any actions arising under the Exchange Act.

b.

In regards to your federal forum exclusive forum clause for Securities Act claims, please revise your prospectus to disclose that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In this regard, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 68 and 143 of the S-1. The Company has also revised Section 12.1 of its amended and restated certificate of incorporation to clearly state that its exclusive forum provision does not apply to any actions arising under the Exchange Act.

February 22, 2021

Page 3

*********

Please direct any comments or questions regarding the foregoing to the undersigned at +1.713.546.7420.  Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

/s/ Ryan J. Maierson

Ryan J. Maierson

of LATHAM & WATKINS LLP

Enclosures

cc: (via e-mail)

Gregory D. Patrinely, Flame Acquisition Corp.

William B. Nelson, Shearman & Sterling LLP

Ilir Mujalovic, Shearman & Sterling LLP

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February 5, 2021

VIA EDGAR AND HAND DELIVERY

Division of Corporation Finance

811 Main Street, Suite 3700

Houston, TX  77002

Tel: +1.713.546.5400  Fax: +1.713.546.5401

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Boston

Brussels

Century City

Chicago

Dubai

Düsseldorf

Frankfurt

Hamburg

Hong Kong

Houston

London

Los Angeles

Madrid

Milan

Moscow

Munich

New York

Orange County

Paris

Riyadh

San Diego

San Francisco

Seoul

Shanghai

Silicon Valley

Singapore

Tokyo

Washington, D.C.

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

Attention:

Diane Fritz

Ethan Horowitz

Kevin Dougherty

Loan Lauren Nguyen

Re:

Flame Acquisition Corp.

Draft Registration Statement on Form S-1

Submitted November 30, 2020

CIK No. 0001831481

Ladies and Gentlemen:

On behalf of our client, Flame Acquisition Corp. (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated December 23, 2020, relating to the Company’s confidential draft registration statement on Form S-1 submitted to the Commission on November 30, 2020 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company is publicly filing through EDGAR its Registration Statement on Form S-1 (“S-1”).  For the Staff’s reference, we are providing to the Staff by hand delivery copies of this letter as well as both a clean copy of the S-1 and a copy marked to show all changes from the draft version submitted on November 30, 2020.

For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein.  The Company has also provided its response immediately

February 5, 2021

Page 2

after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the S-1.

Draft Registration Statement on Form S-1, submitted November 30, 2020

Summary

Proposed Business

Our Competitive Strengths, page 4

1.

Please balance disclosure of your management team having created significant shareholder value across several high-profile transactions, with your management team's most recent experience with Sable Permian. In this regard, we note your disclosure in the section “[m]anagement” on page 115 under the biographies of your Chief Executive Officer, Mr. Flores, and Chief Financial Officer, Mr. Patrinely, that Sable Permian Resources filed a voluntary petition for bankruptcy on June 25, 2020. Please also update the status of the bankruptcy and operations of Sable Permian. For example, it appears that under the bankruptcy plan all assets of Sable Permian will be sold to its lenders and a new operator will be selected.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 115 and 116 of the S-1.

General

2.

We note your disclosure that initial stockholders FL Co-Investment LLC are an affiliate of Cowen, and Intrepid Financial Partners, L.L.C. are an affiliate of Intrepid Partners, with each Cowen and Intrepid Partners acting as an underwriter in the offering. Please tell us whether Cowen and/or Intrepid Partners plans to make a market in the securities. If so, amend the registration statement to register the market-making activities, including by adding disclosure in a footnote to the registration statement fee table, the prospectus cover page and the underwriting section.

Response: The Company respectfully advises the Staff that while Cowen and Company, LLC, one of the underwriters in the offering and an affiliate of FL Co-Investment LLC, may make a market in the Company’s securities, it is a passive investor in the Company and, upon the consummation of the offering, will beneficially own less than 5% of the Company’s outstanding Class A common stock and will not otherwise be an affiliate of the Company. Intrepid Partners, LLC, one of the underwriters in the offering and an affiliate of Intrepid Financial Partners, L.L.C., does not plan to make a market in the Company’s securities. Therefore, the Company respectfully advises the Staff that disclosure relating to potential market-making activities would not be necessary.

*********

February 5, 2021

Page 3

Please direct any comments or questions regarding the foregoing to the undersigned at +1.713.546.7420.  Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

/s/ Ryan J. Maierson

Ryan J. Maierson

of LATHAM & WATKINS LLP

Enclosures

cc: (via e-mail)

Gregory D. Patrinely, Flame Acquisition Corp.

William B. Nelson, Shearman & Sterling LLP

Ilir Mujalovic, Shearman & Sterling LLP

United States securities and exchange commission logo
December 23, 2020
Gregory D. Patrinely
Chief Financial Officer and Secretary
Flame Acquisition Corp.
700 Milam Street Suite 3300
Houston, TX 77002
Re:Flame Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted November 30, 2020
CIK No. 0001831481
Dear Mr. Patrinely:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1, submitted November 30, 2020
Summary
Proposed Business
Our Competitive Strengths, page 4
1.Please balance disclosure of your management team having created significant
shareholder value across several high-profile transactions, with your management team's
most recent experience with Sable Permian. In this regard, we note your disclosure in the
section "[m]anagement" on page 115 under the biographies of your Chief Executive
Officer, Mr. Flores, and Chief Financial Officer, Mr. Patrinely, that Sable Permian
Resources filed a voluntary petition for bankruptcy on June 25, 2020.  Please also update
the status of the bankruptcy and operations of Sable Permian. For example, it appears that

 FirstName LastNameGregory D.  Patrinely
 Comapany NameFlame Acquisition Corp.
 December 23, 2020 Page 2
 FirstName LastName
Gregory D.  Patrinely
Flame Acquisition Corp.
December 23, 2020
Page 2
under the bankruptcy plan all assets of Sable Permian will be sold to its lenders and a new
operator will be selected.

General
2.We note your disclosure that initial stockholders FL Co-Investment LLC are an affiliate of
Cowen, and Intrepid Financial Partners, L.L.C. are an affiliate of Intrepid Partners, with
each Cowen and Intrepid Partners acting as an underwriter in the offering. Please tell us
whether Cowen and/or Intrepid Partners plans to make a market in the securities. If so,
amend the registration statement to register the market-making activities, including by
adding disclosure in a footnote to the registration statement fee table, the prospectus cover
page and the underwriting section.
            You may contact Diane Fritz, Staff Accountant, at (202) 551-3311 or Ethan Horowitz,
Accounting Branch Chief, at (202) 551- 3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Kevin Dougherty, Staff Attorney, at
(202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief,  at (202) 551-3642 with any other
questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ryan J. Maierson