Sable Offshore Corp美股招股说明书(2025-12-16版)

45,454,546 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “SellingHolders”), or their permitted transferees, of up to 45,454,546 shares of our Common Stock, $0.0001 par value (“Common Stock”) ofSable Offshore Corp. (formerly known as Flame Acquisition Corp.) (the “Company”) issued in a committed PIPE investment (the“Third PIPE Investment”) at an equity consideration value of $5.50 per share by certain of the Selling Holders named in thisprospectus. We are registering the securities for resale pursuant to the Selling Holders’ registration rights under certain agreementsbetween us and the Selling Holders, as applicable to each Selling Holder. Our registration of the securities covered by this prospectusdoes not mean that the Selling Holders will offer or sell any of the securities. The Selling Holders may offer, sell or distribute all or aportion of their shares of Common Stock 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 being offered for resale in this prospectus (the “ResaleSecurities”). We provide more information about how the Selling Holders may sell their securities in the section of this prospectusentitled “Plan of Distribution.” We have agreed to bear all of the expenses incurred in connection with the registration of thesesecurities. The Selling Holders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred inthe sale of securities by them. Our Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “SOC”. On December 15, 2025, theclosing price of our Common Stock was $5.60 per share. The Resale Securities represent a substantial percentage of the total outstanding shares of our Common Stock as of the date of thisprospectus. The shares of Common Stock that the Selling Holders can sell into the public markets pursuant to this prospectus is up to45,454,546 shares of Common Stock, constituting approximately 31.4% of our issued and outstanding shares of Common Stock andapproximately 41.3% of our issued and outstanding shares of Common Stock held by non-affiliates. The sale of all the ResaleSecurities or the perception that these sales could occur, could result in a significant decline in the public trading price of oursecurities. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), andare subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuerthat is an emerging growth company. Investing in our Common Stock involves risks. See the section titled “Risk Factors” on page6of this prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthese 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 December 16, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSSELLING HOLDERSPLAN OF DISTRIBUTIONDESCRIPTION OF SECURITIESLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using the“shelf” registration process. Under the shelf registration process, the Selling Holders may, from time to time, sell the securities offeredby them described in this prospectus through any means described in the section of this prospectus entitled “Plan of Distribution.” Wewill not receive any proceeds from the sale by such Selling Holders of the securities offered by them as described in this prospectus. To the extent necessary, each time that the Selling Holders offer and sell securities, we or the Selling Holders may provide aprospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specificterms of that offering. To the extent permitted by law, we may also authorize one or more free writing prospectuses that may containmaterial information relating to these offerings. Such prospectus supplement or free writing prospectus may also add, update or changeinformation contained in this prospectus with respect to that offering. If there is any inconsistency between the information in thisprospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or freewriting prospectus, as applicable. Before purchasing any securities, you should carefully read this prospectus and any applicableprospectus supplement and free writi