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Sable Offshore Corp 美股招股说明书(2025年4月21日版)

2025-04-21 美股招股说明书 Fanfan(关放)
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This prospectus supplement updates, amends and supplements the prospectus dated November 1, 2024 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-1 (Registration No. 333-282622). Capitalized terms used in this prospectus This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with theinformation contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 21, 2025, This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that Sable Offshore Corp.’s Common Stock is quoted on the New York Stock Exchange under the symbol “SOC.” On April 17, 2025, theclosing price of our Common Stock was $20.16. CURRENT REPORTPursuant to Section 13 or 15(d) Date of Report (date of earliest event reported):April21, 2025 Sable Offshore Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of001-40111(Commission File Number)85-3514078(I.R.S. Employer Identification Number) 845 Texas Avenue,Suite 2920Houston, TX 77002(Address of principal executive offices and zip code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(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.☐ Item 8.01 On April 16, 2025, the California Coastal Commission (the “Commission”) filed a request in the Santa BarbaraCounty Superior Court (the “Court”) for a temporary restraining order against Sable Offshore Corp. (the “Company”) tohalt repair and maintenance activities on the Las Flores Pipeline System.The request was filed within the Company’s ongoing litigation against the Commission (Case No. 25CV00974,Sable Offshore Corp., et al. v. California CoastalCommission, et al.), in which the Company asserts, among other things, that the Commission has attempted tounlawfully usurp Santa Barbara County’s permitting authority under its certified Local Coastal Program. On April 17, Cautionary Statement Regarding Forward-Looking Statements The information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning ofthe Private Securities Litigation Reform Act of 1995. When used in this press release, the words “could,” “should,” “will,”“ may,” “ believe,” “ anticipate,” “ intend,” “ estimate,” “expect,” “project,” “continue,” “plan,” forecast,” “predict,”“potential,” “future,” “outlook,” and “target,” the negative of such terms and other similar expressions are intended toidentify forward-looking statements, although not all forward-looking statements will contain such identifying words.These statements are based on the current beliefs and expectations of Sable’s management and are subject to significantrisks and uncertainties. Actual results may differ materially from those described in the forward-looking statements.Factors that could cause Sable’s actual results to differ materially from those described in the forward-looking statementsinclude: the ability to recommence production of the SYU assets and the cost and time required therefor; litigation, SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned hereunto duly authorized. Date:April 21, 2025