FLME SEC filings, in plain English
Everything Flame Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 8 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
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What changed: The filing reports a United States District Court order dated August 19, 2026, regarding multiple litigation matters involving Sable Offshore Corp. In U.S. v. Plains, the Court modified the 2020 Consent Decree by substituting PHMSA for OSFM as the regulatory authority and dismissing Plains All American Pipeline L.P., while finding Sable violated the decree by restarting operations without authorization; however, the Court declined to order a shutdown of the Santa Ynez Pipeline System onshore segments because PHMSA approved the Restart Plan, instead imposing a $1.449 million penalty. In California v. Wright, the Court denied California's motion for a preliminary injunction against the DPA Order issued by Secretary of Energy Chris Wright, leading California to file a notice of appeal on August 20, 2026. In Sable v. Quintero, the Court declared the DPA Order bars the California Department of Parks and Recreation from preventing Sable from operating onshore SYPS portions, closing that case and inviting Sable to move for summary judgment in a parallel trespass case, which defendant appealed on August 21, 2026. In CBD v. CDFFP, the Court granted remand to state court but noted collateral estoppel prevents state laws from burdening compliance with the DPA Order. Why it matters: This document establishes a legal precedent via the DPA Order that preempts certain state regulations and actions against Sable Offshore Corp., allowing continued operation of onshore pipeline segments despite prior consent decree violations, though it results in a specific monetary penalty and ongoing appellate proceedings that could alter the regulatory landscape or financial obligations.
What changed: Sable Offshore (post-FLME de-SPAC) reported its first revenue quarter with $137.1M in Q2 2026 revenue and $9.4M operating cash flow, completed a July 2026 refinancing ($675M TLB at 15% coupon due 2028, $345M 6.5% convertibles at $4.00/share conversion price, $115M equity at $3.08/share), and exited Q2 at ~40,000 net bbl/day oil sales with 154,531,910 shares outstanding. Why it matters: First full operational quarter post-de-SPAC demonstrates revenue generation but reveals high-cost capital structure (15% TLB coupon, 100% excess cash flow sweep) and $18.5M in non-recurring demurrage charges from midstream constraints, with 2H 2026 capex cut 41% to $85M to prioritize debt amortization.
What changed: Sable Offshore Corp. (formerly Flame Acquisition Corp.) filed its 10-Q for Q2 2026, reporting $137.1M in revenue from resumed oil sales via the Santa Ynez Pipeline System under a Defense Production Act order, while also completing a major refinancing on July 2, 2026 ($675M Term Loan B, $345M convertible notes, $115M equity offering) that repaid its Exxon term loan and resolved going-concern doubts. The company remains embroiled in extensive litigation with California regulatory agencies over pipeline operations. Why it matters: The post-SPAC entity has transitioned to revenue-generating operations and resolved its near-term liquidity crisis through refinancing, but faces significant legal and regulatory headwinds from California agencies that could impact ongoing operations. The 191.9M shares outstanding and accumulated deficit of $1.37B reflect substantial dilution and ongoing losses since the SPAC merger.
going-concern doubt, mandate languagenothing moved · 2 with no prior record of ours
- Going-concern doubt
- stated · unchanged
- Mandate language
- The Company intends to pursue a refinancing of its Senior Se…not matched in this filing
The clause …“March 31, 2026, management evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, and concluded that substantial doubt existed regarding the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Sable Offshore Corp., the Flame Acquisition Corp. successor, reported that on July 10, 2026 its auditor Ham, Langston and Brezina resigned after CohnReznick LLP acquired certain of its assets, and that with audit committee approval CohnReznick was engaged as independent registered public accounting firm for the fiscal year ending December 31, 2026. HL&B's reports on the 2025 and 2024 statements and the predecessor periods were not adverse, qualified or modified, except for an explanatory paragraph on the company's ability to continue as a going concern. There were no disagreements. Why it matters: The auditor change itself is mechanical — a firm combination rather than a dismissal or a dispute, with no disagreements reported. The disclosure that matters is carried alongside it: the outgoing auditor's reports on both 2025 and 2024 contained a going concern explanatory paragraph, so this de-SPAC has had substantial doubt flagged in consecutive audits. A new auditor inheriting that history will have to reach its own conclusion on going concern for the December 31, 2026 audit.
What changed: Sable Offshore Corp., the Flame Acquisition Corp. successor, issued $345.0 million aggregate principal amount of 6.5% Convertible Senior Notes due 2031 on July 2, 2026 under a base indenture and first supplemental indenture with U.S. Bank Trust Company as trustee. The amount includes $45.0 million issued on the underwriters' full exercise of an over-allotment option. The notes are senior unsecured obligations, equal with other senior unsecured debt, effectively subordinated to secured debt to the extent of collateral and structurally subordinated to subsidiary obligations. Why it matters: Raising $345 million at a 6.5% coupon is substantial capital for a company whose auditor flagged going concern doubt in both the 2024 and 2025 audits, so this issue materially changes its liquidity position. The cost is dilution on conversion plus a fixed cash interest burden of roughly $22 million a year. Being unsecured and structurally subordinated, the notes sit behind any secured or subsidiary debt, but still ahead of the common — so former FLME holders are now behind $345 million of new claims.
What changed: Item 1.01: on June 22, 2026 Sable Offshore Corp. announced that it and Exxon Mobil Corporation had amended the Senior Secured Term Loan Agreement to extend the maturity date, and had agreed a limited waiver of the company's P&A Financial Security obligations under Section 11.18(c) of its November 1, 2022 purchase and sale agreement with Exxon and Mobil Pacific Pipeline Company. The amendment extends the maturity date to the earlier of July 24, 2026 and acceleration of the loan following any event of default. The waiver is described as temporary. Why it matters: A maturity extended only to July 24, 2026 is a very short runway - about a month - which means the company was up against a hard repayment date and has bought weeks rather than quarters. The concurrent waiver of plugging and abandonment financial security obligations tells the same story: the seller of the assets is temporarily relieving a collateral requirement the company could not meet. Both are lender accommodations, and the next disclosure on this facility is the one that matters.
What changed: Item 7.01: on June 16, 2026 Sable Offshore Corp. issued a press release announcing the launch of a proposed New Senior Secured Term Loan facility that will replace its existing Senior Secured Term Loan with Exxon Mobil Corporation. The company is expected to be the borrower under the new facility. The press release is attached as Exhibit 99.1 and the filing states the Item 7.01 information is furnished, not deemed filed for Section 18 purposes. The 8-K body discloses no principal amount, interest rate, maturity, lender or covenant terms for either the existing or the proposed facility. Why it matters: Refinancing away from Exxon Mobil matters because the seller of the assets currently holds the company's senior secured debt, so replacing it with third-party lenders would change who controls the collateral and the covenants. But the filing gives only the intention: no size, pricing, maturity or conditions are stated, and the offering is described as proposed rather than committed. On this document alone a holder cannot judge whether the refinancing improves or worsens the capital structure, only that management is attempting it.
- What changed vs 2025-11-13mandate language changed
mandate language, going-concern doubt1 moved · 1 with no prior record of ours
- Mandate language
- we intend to pursue additional financing options, which may …The Company intends to pursue a refinancing of its Senior Se…
- Going-concern doubt
- stated · unchanged
The clause …“Term Loan, will be available on commercially reasonable terms, or at all, substantial doubt exists about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Sable Offshore Corp., the successor to Flame Acquisition Corp., called its 2026 annual meeting for June 10, 2026 at 8:00 a.m. Eastern Daylight Time by online webcast, record date April 20, 2026, with the Notice expected to be mailed on or about April 30, 2026. Holders elect one Class II director, Gregory Pipkin, to a term expiring in 2029 and ratify Ham, Langston & Brezina, L.L.P. for the fiscal year ending December 31, 2026. Why it matters: The going-concern language attached to the SPAC itself before the November 2, 2022 merger agreement is standard for a blank-check company approaching its deadline and does not carry into the operating business. What matters now is that only one director stands for election in a staggered structure, so holders can turn over at most a third of the board a year. The Flame trust was released at closing, leaving no redemption right or floor.
going-concern doubt, sponsor loans outstandingnothing moved · 2 with no prior record of ours
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $635Knot matched in this filing
The clause …“principles, except for an explanatory paragraph in such report regarding the substantial doubt about Flame’s ability to continue as a going concern. During the years ended December 31, 2023, 2022 and 2021, there were no disagreements”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
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