Sable Offshore Corp

As filed with the Securities and Exchange Commission on February 14, 2024.

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Sable Offshore Corp.

(Exact Name of Registrant as Specified in Its Charter)

700 Milam Street, Suite 3300

(713)

579-6106

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Gregory D. Patrinely

Executive Vice President and Chief Financial Officer

Sable Offshore Corp.

700 Milam Street, Suite 3300

(713)

579-6106

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Ryan J. Maierson

Latham & Watkins LLP

811 Main Street, Suite 3700

(713) 546 -5400

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

under the Securities Exchange Act of 1934:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated February 14, 2024

65,268,780 Shares of Common Stock

Up to 25,431,370 Shares of Common Stock Issuable Upon

Exercise of the Warrants

11,056,370 Private Placement Warrants

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Holders”), or their permitted transferees, of (i) up to 65,268,780 shares of our Common Stock, $0.0001 par value (“Common Stock”), consisting of (a) 44,024,910 shares of Common Stock of Sable Offshore Corp. (formerly known as Flame Acquisition Corp.) (the “Company”) issued in the committed PIPE investment of $440,249,100 (the “PIPE Investment”) at an equity consideration value of $10.00 per share by certain of the Selling Holders named in this prospectus; (b) 3,000,000 shares of Common Stock issued in connection with closing of the Business Combination (as defined herein) (the “Closing”) at an equity consideration value of $10.00 per share by certain of the Selling Holders named in this prospectus; (c) 7,187,500 shares of our Common Stock issued to certain Insiders (as defined herein); (d) up to 7,750,000 shares of Common Stock (the “Private Warrant Shares”) issuable upon the exercise of the private placement warrants originally issued in connection with the Company Initial Public Offering (the “Company IPO” and such warrants the “Private Placement Warrants”); and (e) up to 3,306,370 Private Warrant Shares issuable upon the exercise of the private placement warrants originally issued in connection with the Closing pursuant to the Working Capital Loans (as defined herein); and (ii) up to 11,056,370 Private Placement Warrants, consisting of (a) 7,750,000 Private Placement Warrants originally issued in a private placement at a price of $1.00 per Private Placement Warrant in connection with the Company IPO by certain Selling Holders named in this prospectus and (b) 3,306,370 Private Placement Warrants issued in connection with the Closing pursuant to the Working Capital Loans by certain Selling Holders named in this prospectus pursuant to the conversion of the outstanding principal amount of the Working Capital Loans into warrants at a price of $1.00 per warrant at the option of the lender. Each Warrant entitles the holder thereof to purchase one share of our Common Stock at a price of $11.50 per share.

We are registering the securities for resale pursuant to the Selling Holders’ registration rights under certain agreements between us and the Selling Holders, as applicable to each Selling Holder. Our registration of the securities covered by this prospectus does not mean that the Selling Holders will offer or sell any of the securities. The Selling Holders may offer, sell or distribute all or a portion of their shares of Common Stock or Private Placement Warrants publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from any resale of the Common Stock or the Warrant Shares being offered for resale in this prospectus (the “Resale Securities”).

This prospectus also relates to the issuance by us of up to 14,375,000 shares of Common Stock (the “Public Warrant Shares”) that may be issued upon exercise, at an exercise price of $11.50 per share, of the public warrants (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”) originally issued in the Company IPO as part of the Company’s units at a price of $10.00 per unit, with each unit consisting of one share of Common Stock andone-half of one Public Warrant, by the holders thereof. We would receive the proceeds from any exercise of any Warrants for cash, and we could receive up to an aggregate of approximately

$292.5 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. The Warrants include 11,056,370 Private Placement Warrants and 14,375,000 Public Warrants (collectively, the “Warrants” and the holders of the Private Placement Warrants and the Public Warrants, the “Warrant Holders”), each of which has an exercise price of $11.50 per share of Common Stock. We believe the likelihood that Warrant Holders will exercise the Warrants, and therefore the amount of proceeds that we would receive from such exercises, depends on the trading price of our Common Stock. On February 13, 2024, the closing price of our Common Stock was $12.00 per share. Our Warrants are currently “in the money”, which means the market price of our Common Stock is more than the exercise price of a Warrant Holder’s Warrants ($11.50 per shares), however, in the future our Warrants may be“out-of-the money”, which means the market price of our Common Stock is less than the exercise price of a Warrant Holder’s Warrants ($11.50 per share). For so long as the Warrants remain“out-of-the money,” we believe our Warrant Holders will be unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us. We expect to use any net proceeds received from the exercise of the Warrants for general corporate purposes. See the section of this prospectus entitled “Use of Proceeds.” To the extent that any of the Warrants are exercised on a “cashless basis,” we will not receive any proceeds upon such exercise.

We provide more information about how the Selling Holders may sell their securities in the section of this prospectus entitled “Plan of Distribution.” We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Holders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of securities by them.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.

Our Common Stock and the Public Warrants are listed on the New York Stock Exchange (the “NYSE”) under the symbols “SOC” and “SOC.WS,” respectively. On February 13, 2024, the closing price of Common Stock was $12.00 per share and the closing price of the Warrants was $2.89 per warrant.

The Resale Securities represent a substantial percentage of the total outstanding shares of our Common Stock as of the date of this prospectus. The shares of Common Stock that the Selling Holders can sell into the public markets pursuant to this prospectus is up to 65,268,780 shares of Common Stock, constituting approximately 76.3% of our issued and outstanding shares of Common Stock and approximately 111.0% of our issued and outstanding shares of Common Stock held bynon-affiliates (assuming, in each case, the exercise of all of our Warrants). The sale of all the Resale Securities or the perception that these sales could occur, could result in a significant decline in the public trading price of our securities. Even if the current trading price of our Common Stock is at or significantly below $10 per share, the price at which the units were issued in the Company IPO, certain of the Selling Holders may have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to the public securityholders. See the section of this prospectus entitled “Risk Factors— Risks Related to Being a Public Company—Future sales (including pursuant to this Prospectus), or the perception of future sales, of our Common Stock by us or our existing stockholders in the public market could cause the market price for our Common Stock to decline.”

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements. See “Prospectus Summary— Emerging Growth Company; Smaller Reporting Company.”

Investing in our Common Stock involves risks. For a discussion of the material risks that you should consider, see “Risk Factors” beginning on page 19 of this prospectus.

None of the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is , 2024