Sable Offshore Corp美股招股说明书(2025-05-21版)

Prospectus Supplement to Prospectus dated May 1, 2025 incorporated be reference therein carefully before you invest in our securities.Our Common Stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “SOC.” The last reported sale price of our Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on pageS-13of this prospectussupplement and in the documents incorporated by reference in this prospectus supplement.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these representation to the contrary is a criminal offense.Per Share Total Public offering price$$Underwriting discounts and commissions$$Proceeds, before expenses to us$$(1) _______________(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will beThe underwriters expect to deliver the shares on or about TABLE OF CONTENTS should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering ofCommon Stock and also adds to, updates and changes information contained in the accompanying prospectus and the documents incorporated by reference. The second part is the accompanying prospectus, which provides more general information, some of whichmay not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined,together with the documents incorporated by reference herein or therein. To the extent the information contained in this prospectussupplement differs from or conflicts with the information contained in the accompanying prospectus or any document incorporated byreference having an earlier date, the information in this prospectus supplement will control. If any statement in one of these documents Neither we nor the underwriters have authorized any other person to provide you with any information other than thatcontained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither we nor theunderwriters take any responsibility for, or provide any assurance as to the reliability of, any other information that others may giveWe are not, and the underwriters are not, making an offer to sell the shares of Common Stock in any jurisdiction where theoffer or sale is not permitted. This prospectus supplement and the accompanying prospectus do not constitute an offer of, or aninvitation on our behalf or on behalf of the underwriters to subscribe for and purchase, any securities, and this prospectus supplement of this prospectus supplement, the accompanying prospectus, or any sale of our Common Stock. Our business, financial condition,results of operations and prospects may have changed since those dates. the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to suchagreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warrantiesor covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not berelied on as accurately representing the current state of our affairs.This prospectus supplement and the accompanying prospectus incorporate by reference market data and certain otherstatistical information that are based on independent industry publications, government publications or other published independentsources. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the underwriters haveindependently verified the accuracy or completeness of this information. Some data is also based on our good-faith estimates. The consolidated subsidiaries following the Closing (as defined below). Unless the context otherwise requires, references to “Flame” referto Flame Acquisition Corp., a Delaware corporation, prior to the Closing. All references herein to the “Board” refer to the board ofdirectors of the Company. SPECIAL NOTE REGARDING FORWARD‑LOOKING STATEMENTSThis prospectus supplement, the documents incorporated by reference herein and any accompanying prospectus include forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Act”). These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believesthat its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherentlysubject to risks, uncertainties