Sable Offshore Corp美股招股说明书(2026-07-02版)

32,467,533 Shares of Common Stock 32,467,533 Shares of Common Stock This is an offering of 32,467,533 of shares of common stock, $0.0001 par value (“Common Stock”) by Sable Offshore Corp. (“we,”“our,” “us,” and the “Company”). You should read this prospectus supplement, the accompanying prospectus and the documentsincorporated 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 ofour Common Stock on June 29, 2026, was $6.97. Investing in our Common Stock involves significant risks. See“Risk Factors”beginning on pageS-18of this prospectussupplement and in the documents incorporated by reference in this prospectus supplement. Neither the Securities andExchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or any accompanying prospectus is accurate or complete. Any representation to the contrary is acriminal offense. Public offering priceUnderwriting discounts and commissionsProceeds, before expenses to us We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to anadditional 4,870,129 shares of our Common Stock solely to cover over-allotments. If the underwriters exercise the option in full, thetotal underwriting discounts and commissions payable by us will be $5,749,999.95, and the total proceeds to us, before expenses, willbe $109,249,999.01. The underwriters expect to deliver the shares on or about,July 2, 2026. J.P. Morgan June 30, 2026 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONCAPITALIZATIONDESCRIPTION OF OTHER INDEBTEDNESSDESCRIPTION OF CAPITAL STOCKMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSTHE CONCURRENT NOTES OFFERINGUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSGLOBAL SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities andExchange Commission (the “SEC”) on Form S-3 and relate to an offering by the Company of Common Stock. Before purchasing anyshares of Common Stock that the Company is offering, we urge you to carefully read this prospectus supplement and theaccompanying prospectus, together with the information incorporated by reference under the heading “Where You Can Find MoreInformation; Incorporation by Reference” in this prospectus supplement. These documents contain important information that youshould 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 of CommonStock and also adds to, updates and changes information contained in the accompanying prospectus and the documents incorporatedby reference. The second part is the accompanying prospectus, which provides more general information, some of which may notapply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined, togetherwith the documents incorporated by reference herein or therein. To the extent the information contained in this prospectus supplementdiffers from or conflicts with the information contained in the accompanying prospectus or any document incorporated by referencehaving an earlier date, the information in this prospectus supplement will control. If any statement in one of these documents isinconsistent with a statement in another document having a later date — for example, a document incorporated by reference into thisprospectus supplement and the accompanying prospectus — the statement in the document having the later date modifies orsupersedes the earlier statement. Neither we nor the underwriters have authorized any other person to provide you with any information other than that contained orincorporated by reference in this prospectus supplement and the accompanying prospectus. Neither we nor the underwriters take anyresponsibility for, or provide any assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell the shares of Common Stock in any jurisdiction where the offer orsale is not permitted. This prospectus supplement and the accompanying prospectus do not constitut