Sable Offshore Corp.
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 17, 2025
SOC$0.75-14.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this annual report:
(1)Financial Statements
(2)Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(3)Exhibits
We hereby file as part of this annual report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov.
(b) The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.
| Incorporate by Reference | ||||
|---|---|---|---|---|
| Filing | ||||
| No. | Description of Exhibit | Form | Exhibit | Date |
| 2.1† | Agreement and Plan of Merger, dated as of November 2, 2022, by and among Flame Acquisition Corp., Sable Offshore Corp. and Sable Offshore Holdings LLC as amended by the First Amendment to Agreement and Plan of Merger, dated as of December 22, 2022 and the Second Amendment to Agreement and Plan of Merger, dated as of June 30, 2024. | 8-K | 2.1 | 2/14/24 |
| 2.1 | Second Amended and Restated Certificate of Incorporation of Sable Offshore Corp. | 8-K | 3.1 | 2/14/24 |
| 3.2 | Amended and Restated Bylaws of Sable Offshore Corp. | 8-K | 3.2 | 2/14/24 |
| 4.1 | Specimen Common Stock Certificate. | S-1 | 4.2 | 7/2/20 |
| 4.2 | Specimen Warrant Certificate. | S-1 | 4.3 | 7/2/20 |
| 4.3 | Warrant Agreement, dated February 24, 2021, between the Company and American Stock Transfer & Trust Company, as warrant agent. | 8-K | 4.1 | 3/2/21 |
| 4.4 | Description of registered securities. | 10-K | 4.4 | 3/28/24 |
| 10.1 | Form of Subscription Agreement | 8-K | 10.1 | 9/24/24 |
| 10.2 | Form of Indemnity. | 8-K | 10.33 | 2/14/24 |
| 10.3 | Form of Holdco PIPE Subscription Agreement Amendment. | 8-K | 10.1 | 1/16/24 |
| 10.4 | Form of Additional Holdco PIPE Subscription Agreement. | 8-K | 10.2 | 1/16/24 |
| 10.5 | Form of Flame PIPE Subscription Agreement. | 8-K | 10.3 | 1/16/24 |
| 10.6 | Sable Offshore Corp. 2023 Incentive Award Plan. | 8-K | 10.32 | 2/14/24 |
| 10.7^ | Senior Secured Term Loan Agreement, dated as of February 14, 2024, by and among the Company, Exxon Mobil Corporation and Alter Domus Products Corp. | 8-K | 10.1 | 2/14/24 |
| 10.8 | First Amendment to Senior Secured Term Loan Agreement, dated as of September 6, 2024. | 10-Q | 10.1 | 11/14/24 |
| 10.9 | Registration Rights Agreement, dated as of February 14 2024, by and among the Company and the undersigned party listed under Holder on the signature page thereto. | 8-K | 10.31 | 2/14/24 |
| 10.10^ | Purchase and Sale Agreement between Exxon Mobil Corporation, Mobil Pacific Pipeline Company and Sable Offshore Corp., dated as of November 1, 2022, as amended by the First Amendment to Purchase and Sale Agreement, dated as of June 13, 2023 and the Second Amendment to Purchase and Sale Agreement, dated as of December 15, 2023. | 8-K | 10.27 | 2/14/24 |
| 10.11* | Third Amendment to Purchase and Sale Agreement between Exxon Mobil Corporation, Mobil Pacific Pipeline Company and Sable Offshore Corp., dated as of March 11, 2024. | — | — | — |
| 10.12* | Fourth Amendment to Purchase and Sale Agreement between Exxon Mobil Corporation, Mobil Pacific Pipeline Company and Sable Offshore Corp., dated as of March 11, 2024. | — | — | — |
| 10.13# | Employment Agreement by and between Sable Offshore Corp. and James C. Flores | 10-K | 10.39 | 2/14/24 |
| 10.14# | Employment Agreement by and between Sable Offshore Corp. and Gregory Patrinely | 10-K | 10.40 | 2/14/24 |
| 10.15# | Employment Agreement by and between Sable Offshore Corp. and J. Caldwell Flores | 10-K | 10.41 | 2/14/24 |
| 10.16# | Employment Agreement by and between Sable Offshore Corp. and Doss R. Bourgeois | 10-K | 10.42 | 2/14/24 |
| 10.17# | Employment Agreement by and between Sable Offshore Corp. and Anthony C. Duenner | 10-K | 10.43 | 2/14/24 |
| 19.1* | Insider Trading Policy | — | — | — |
| 21.1 | Subsidiaries of the Company. | 8-K | 21.1 | 2/14/24 |
| 23.1* | Consent of Ham, Langston & Brezina, L.L.P. | — | — | — |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — |
| 97.1 | Sable Offshore Corp. Policy for Recovery of Erroneously Awarded Compensation. | 10-K | 97.1 | 3/28/24 |
| 101.INS* | XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|---|
| * | Filed herewith. |
|---|---|
| ** | Furnished |
| # | Indicates a management contract or compensatory plan. |
| † | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
| ^ | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10). |
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