Sable Offshore Corp美股招股说明书(2025-03-17版)

SABLE OFFSHORE CORP. This prospectus supplement updates, amends and supplements the prospectus dated November 1, 2024(the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-282622). Capitalized terms used in this prospectus supplement and not otherwise defined herein havethe meanings specified in the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information included inthe Prospectus with the information contained in our Annual Report on Form 10-K, filed with theSecurities and Exchange Commission on March 17, 2025, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement shouldbe read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, andis qualified by reference thereto, except to the extent that the information in this prospectus supplementupdatesor supersedes the information contained in the Prospectus.Please keep this prospectussupplement with your Prospectus for future reference. Sable Offshore Corp.’s Common Stock is quoted on the New York Stock Exchange under the symbol“SOC.” On March 14, 2025, the closing price of our Common Stock was $24.86. WE ARE AN “EMERGING GROWTH COMPANY” UNDER FEDERAL SECURITIES LAWS AND ARESUBJECT TO REDUCED PUBLIC REPORTING REQUIREMENTS. INVESTING IN OUR SECURITIESINVOLVESCERTAIN RISKS.SEE“RISK FACTORS”BEGINNING ON PAGE 17 OF THEPROSPECTUS. Neitherthe Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if the Prospectus or this prospectussupplement is truthful or complete. Any representation to the contrary is a criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2024 oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from _________ to _________Commission File No. 001-40111__________________________ SABLE OFFSHORE CORP. (Exact name of registrant as specified in its charter)__________________________ 845 Texas Avenue, Suite 2920Houston, TX Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes x No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately$550.0 million as of June 28, 2024 (based on the closing stock price of such stock as quoted on the New