Sable Offshore Corp.

Sable Offshore Corp. ( Sable ) (formerly known as Flame Acquisition Corp. or Flame ) was a blank check company originally incorporated on October 16, 2020 as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. On March 1, 2021, Flame consummated an initial public offering (the Flame IPO ), after which its securities began trading on the New York Stock Exchange ( NYSE ). On November 2, 2022, Flame entered into that certain Agreement and Plan of Merger (the Merger Agreement ), dated November 2, 2022 (amended on December 22, 2022 and June 30, 2023), by and among Flame, Sable Offshore Holdings LLC, a Delaware limited liability company ( Holdco ), and Sable Offshore Corp., a Texas corporation and a wholly owned subsidiary of Holdco ( Legacy Sable ). Legacy Sable entered into a Purchase and Sale Agreement (as amended, the Sable-EM Purchase Agreement ) on November 1, 2022 with Exxon Mobil Corporation ( Exxon ) and Mobil Pacific Pipeline Company ( MPPC, and together with Exxon, EM ) pursuant to which Legacy Sable agreed to acquire from EM certain assets constituting the Santa Ynez field in Federal waters offshore California and associated onshore processing and pipeline assets (such Assets, as defined in the Sable-EM Purchase Agreement, the SYU Assets ).