| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
Sable Offshore Corp. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.0001 per share | |
| (Title of Class of Securities) | |
|
33850F108 | |
| (CUSIP Number) | |
|
February 14, 2024 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 11 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 33850F108 | 13G | Page 2 of 11 Pages |
| 1 |
NAME OF REPORTING PERSON Adage Capital Partners, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.58% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 33850F108 | 13G | Page 3 of 11 Pages |
| 1 |
NAME OF REPORTING PERSON Adage Capital Partners GP, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.58% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 33850F108 | 13G | Page 4 of 11 Pages |
| 1 |
NAME OF REPORTING PERSON Adage Capital Management, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.58% | |||
| 12 |
TYPE OF REPORTING PERSON PN, IA | |||
| CUSIP No. 33850F108 | 13G | Page 5 of 11 Pages |
| 1 |
NAME OF REPORTING PERSON Robert Atchinson | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.58% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 33850F108 | 13G | Page 6 of 11 Pages |
| 1 |
NAME OF REPORTING PERSON Phillip Gross | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,020,934 shares of Common Stock (including 970,934 shares of Common Stock issuable upon exercise of warrants) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.58% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 33850F108 | 13G | Page 7 of 11 Pages |
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is Sable Offshore Corp. (the “Company”). |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
|
The Company’s principal executive offices are located at 700 Milam Street, Suite 3300 Houston, Texas 77002. |
| Item 2(a). | NAME OF PERSON FILING |
| This statement is filed by: |
| (i) | Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”) with respect to the Common Stock directly owned by it; | |
| (ii) | Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), as general partner of ACP with respect to the Common Stock directly owned by ACP; | |
| (iii) | Adage Capital Management, L.P., a Delaware limited partnership (“ACM”), as the investment manager of ACP, with respect to the Common Stock directly owned by ACP; | |
| (iv) | Robert Atchinson (“Mr. Atchinson”), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), managing member of ACPGP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company (“ACPLLC”), general partner of ACM, with respect to the Common Stock directly owned by ACP; and | |
| (v) | Phillip Gross (“Mr. Gross”), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the Common Stock directly owned by ACP. | |
| The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | |
| The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. |
| Item 2(c). | CITIZENSHIP |
| ACP and ACM are limited partnerships organized under the laws of the State of Delaware. ACPGP is a limited liability company organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Stock, par value $0.0001 per share (the “Common Stock”). |
| CUSIP No. 33850F108 | 13G | Page 8 of 11 Pages |
| Item 2(e). | CUSIP NUMBER |
| 33850F108 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please | |
| specify the type of institution: Not applicable. |
| Item 4. | OWNERSHIP |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| The percentage set forth in this Schedule 13G is calculated based upon 60,166,269 shares of Common Stockreported to be outstanding after giving effect to the Business Combination and the redemption of Initial Shares, all as defined and as described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2024, and assumes the exercise of the reported warrants. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| CUSIP No. 33850F108 | 13G | Page 9 of 11 Pages |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 33850F108 | 13G | Page 10 of 11 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 26, 2024
| ADAGE CAPITAL PARTNERS, L.P. | |
| By: Adage Capital Partners GP, L.L.C., | |
| its general partner | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL MANAGEMENT, L.P. | |
| By: Adage Capital Partners LLC, | |
| its general partner | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| /s/ Robert Atchinson | |
| ROBERT ATCHINSON, individually | |
| /s/ Phillip Gross | |
| PHILLIP GROSS, individually |
| CUSIP No. 33850F108 | 13G | Page 11 of 11 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: February 26, 2024
| ADAGE CAPITAL PARTNERS, L.P. | |
| By: Adage Capital Partners GP, L.L.C., | |
| its general partner | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL MANAGEMENT, L.P. | |
| By: Adage Capital Partners LLC, | |
| its general partner | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| /s/ Robert Atchinson | |
| ROBERT ATCHINSON, individually | |
| /s/ Phillip Gross | |
| PHILLIP GROSS, individually |