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                             February 13, 2023

       James C. Flores
       Chief Executive Officer
       Flame Acquisition Corp.
       700 Milam Street, Suite 3300
       Houston, TX 77002

                                                        Re: Flame Acquisition
Corp.
                                                            Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
                                                            Filed January 27,
2023
                                                            File No. 001-40111

       Dear James C. Flores:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A filed
January 27, 2023

       Proposal No. 1-The Business Combination Proposal
       Background of the Business Combination
       Background of Flame and Sable Negotiations, page 168

   1.                                                   We have read your
response to prior comment 1 and note your revision to include the
                                                        definition of
Reserves    consistent with Rule 4-10(a)(26) of Regulation S-X in the
                                                        Glossary on page 8.
However, we are unable to locate a similar revision to the disclosure
                                                        now provided on page
170 and note you continue to disclose the SPE PRMS definition of
                                                           Reserves.    We
reissue our prior comment.
   2.                                                   We note disclosure on
pages 176 and 177 indicating that Petrie Partners, among other
                                                        things, utilized
certain estimates that included volumes of contingent resources prepared
                                                        by NSAI and estimates
of both proved and unproved reserves prepared by Sable
                                                        management in rendering
its opinions and performing its related financial analyses.
 James C. Flores
Flame Acquisition Corp.
February 13, 2023
Page 2
         Please expand your disclosure to explain why Sable management believes
it was
         appropriate to represent to Petrie Partners that the Sable Assets
contained proved and
         unproved reserves as of December 31, 2021.
3.       Please confirm for us that all of the estimates presented in the table
on page 171 are
         considered by Sable management to represent reserves as of December
31, 2021 and do
         not otherwise include volumes of contingent or prospective resources.
4.       We have read your response to prior comment 4 and note you continue to
use terms that
         are the same as, or confusingly similar, to terms defined by the SEC
and have used or
         combined terms from another industry accepted reserves and resource
classification
         system in a manner that may be potentially confusing to investors
despite the fact that
         these terms do not satisfy SEC definitions, e.g. estimated contingent
reserves, contingent
         PDP reserves, proved contingent developed reserves, and contingent
undeveloped
         reserves.

         In lieu of referring to your net volumes as contingent reserves,
please revise your
         disclosure to use alternative terms, such as petroleum resource
volumes, and use
         individual line item descriptions to reflect the current producing
status as of the date the
         estimates were prepared, such as shut-in volumes, ESP installation
volumes, and total
         developed volumes; drilling program volumes, workover program volumes,
and total
         undeveloped volumes.

         Also expand the discussion in the footnote to each line item to
clarify the uncertainty
         category applied by Sable management and utilized by Petrie Partners
for the express
         purposes noted in the preceding paragraphs, e.g. the net quantities
are unrisked remaining
         proved, probable or possible recoverable volumes, as applicable, or
represent a
         combination of two or more of these uncertainty categories.
5.       Please revise the disclosure found in the sections    Background of
Flame and Sable
         Negotiations    on page 168 through    The Flame Board   s Reasons for
the Approval of the
         Business Combination    on page 188 to use terms consistent with the
revisions, if any, to
         the table and related footnotes on page 171 identified in comment 4
above.

       For example, the disclosure at the bottom on page 170 refers to
estimates of the
       contingent reserves, contingent resources and cash flow. In lieu of
disclosing the
       estimates as contingent reserves, revise the disclosure to use
alternative terms such as
       estimates of petroleum resource volumes, including contingent resources
and cash flow.
       Also revise any similar or related disclosure throughout the proxy
statement, including but
FirstName LastNameJames C. Flores
       not limited to the disclosure on page 176 (proved and unproved
contingent reserves), 179
Comapany    NameFlame
       (developed         Acquisition contingent
                   and undeveloped    Corp.      reserves; cash flows of
contingent reserves
       estimates),
February  13, 2023181
                    Page(proved
                          2     contingent reserves), and 182 (proved
contingent reserves).
FirstName LastName
 James C. Flores
FirstName LastNameJames
Flame Acquisition Corp. C. Flores
Comapany13,
February   NameFlame
            2023      Acquisition Corp.
February
Page 3 13, 2023 Page 3
FirstName LastName
6.       Please expand the discussion in your footnotes to additionally address
the following:

         Expand the discussion in Footnote (1) to clarify:
         All of the estimated net quantities of petroleum resources shown above
would be
         classified as contingent resources as of December 31, 2021 under the
SPE PRMS due to
         the numerous contingencies noted in the foregoing paragraphs,
including finalizing the
         acquisition of interests in the SYU properties.

         However, Sable management believes some or all of these contingent
resource volumes
         may be reclassified as reserves in the future and prepared forecasts
of future production
         and related cash flows, referred to in the discussion under the
Background to the Business
         Combination and as clarified in these footnotes variously as Sable
management   s internal
         estimates of reserves, including estimates of proved and unproved
developed and
         undeveloped reserves. Refer to the relevant disclosure under Risk
Factors on pages 53 and
         66.

         These estimates were not prepared with a view towards compliance with
the published
         guidelines of the SPE PRMS or the requirements of the SEC for
disclosure as reserves as
         of December 31, 2021 and are solely intended to be used for the
specific purposes noted in
         the foregoing paragraphs based on a forward-looking assumption that
all of the
         aforementioned contingences are successfully resolved.

         Expand the discussion in Footnote (5) to clarify the reference to
shut-in volumes assumes
         the wells and facilities, currently shut-in since the suspension of
activities, will resume
         production at some future date under the production and sales
conditions present at the
         time of suspension.

         Expand the disclosure to include additional footnotes explaining the
basis for the estimate
         of 2024 production, R/P and how the figures shown in the table were
determined.
Information About SYU, page 236

7.       We have read your response to prior comment 6; however, we are unable
to locate your
         disclosure revisions under the section    Information About SYU.
Please expand your
         disclosure under this section to clarify that the estimated quantities
of petroleum contained
         in the SYU assets are classified as contingent resources, identify the
various contingencies
         that prohibit the disclosure of reserves at this time, and clearly
state that none of the
         estimated petroleum quantities meet the requirements for disclosure as
reserves pursuant
         to the guidelines published by the SEC in Rule 4-10(a) of Regulation
S-X as of December
         31, 2021. We reissue our prior comment.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 James C. Flores
Flame Acquisition Corp.
February 13, 2023
Page 4

        For questions regarding comments on engineering matters, you may
contact John
Hodgin, Petroleum Engineer, at (202) 551-3699. You may contact Lily Dang, Staff
Accountant,
at (202) 551-3867 or Jenifer Gallagher, Staff Accountant, at (202) 551- 3706 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Kevin Dougherty,
Attorney-
Adviser, at (202) 551-3271 with any other questions.



                                                         Sincerely,
FirstName LastNameJames C. Flores
                                                         Division of
Corporation Finance
Comapany NameFlame Acquisition Corp.
                                                         Office of Energy &
Transportation
February 13, 2023 Page 4
cc:       Ryan Maierson
FirstName LastName