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    SEC Form SC 13G/A filed by Flame Acquisition Corp. (Amendment)

    2/14/24 1:17:13 PM ET
    $FLME
    Oil & Gas Production
    Energy
    Get the next $FLME alert in real time by email
    SC 13G/A 1 fortbakerflme13ga1.htm FORTBAKERFLME13GA1 fortbakerflme13ga1.htm

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    SCHEDULE 13G
    Under the Securities Exchange Act of 1934

    (Amendment No._1_)*

     

     

    Flame Acquisition Corp.

    (Name of Issuer)

    Class A Common Stock

    (Title of Class of Securities)

    33850F108

    (CUSIP Number)

    December 31, 2023

    (Date of Event Which Requires Filing of this Statement)

    x Rule 13d-1(b)

    ¨ Rule 13d-1(c)

    ¨ Rule 13d-1(d)

    *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).


     

    (1)

    Names of Reporting Persons.

    Fort Baker Capital Management LP

    (2)

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)     ¨

    (b)     x

    (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

    685,465

    (7)

    Sole Dispositive Power

    0

    (8)

    Shared Dispositive Power

    685,465

    (9)

    Aggregate Amount Beneficially Owned by Each Reporting Person

    685,465

    (10)

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

    ¨

    (11)

    Percent of Class Represented by Amount in Row (9)

    5.16%

    (12)

    Type of Reporting Person (See Instructions)

    IA








     


     

    (1)

    Names of Reporting Persons.

    Steven Patrick Pigott

    (2)

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)     ¨

    (b)     x

    (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

    685,465

    (7)

    Sole Dispositive Power

    0

    (8)

    Shared Dispositive Power

    685,465

    (9)

    Aggregate Amount Beneficially Owned by Each Reporting Person

    685,465

    (10)

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

    ¨

    (11)

    Percent of Class Represented by Amount in Row (9)

    5.16%

    (12)

    Type of Reporting Person (See Instructions)

    IN









     


     

     


     

    (1)

    Names of Reporting Persons.

    Fort Baker Capital, LLC

    (2)

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a)     ¨

    (b)     x

    (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

    685,465

    (7)

    Sole Dispositive Power

    0

    (8)

    Shared Dispositive Power

    685,465

    (9)

    Aggregate Amount Beneficially Owned by Each Reporting Person

    685,465

    (10)

    Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

    ¨

    (11)

    Percent of Class Represented by Amount in Row (9)

    5.16%

    (12)

    Type of Reporting Person (See Instructions)

    HC








     


     

     

     

     

     

    Item 1(a).  Name of Issuer:

    Flame Acquisition Corp.

    Item 1(b).  Address of Issuers Principal Executive Offices:

    700 Milam Street, Suite 3300

    Houston, TX 77002

    Item 2(a).  Names of Persons Filing:

    Fort Baker Capital Management LP

    Steven Patrick Pigott

    Fort Baker Capital, LLC

    The principal business address of each reporting person is 700 Larkspur Landing Circle, Suite 275 Larkspur, CA 94939.

    Item 2(c).  Citizenship:

    Fort Baker Capital Management LP - Delaware Limited Partnership

    Steven Patrick Pigott - Citizen of the United States

    Fort Baker Capital, LLC - Delaware Limited Liability Company

    Item 2(d).  Title of Class of Securities:

    Class A Common Stock (the Shares)

    Item 2(e).  CUSIP Number:

    33850F108

    Item 3.      If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

    ¨     (a)    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

    ¨     (b)    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

    ¨     (c)    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

    ¨     (d)    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

    x     (e)    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

    ¨     (f)    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

    ¨     (g)    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);


     

    ¨     (h)    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

    ¨     (i)    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the     Investment Company Act of 1940 (15 U.S.C. 80a-3);

    ¨     (j)    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

    Item 4.      Ownership.

    Reference is hereby made to Items 5-9 of this Schedule, which Items are incorporated by reference herein.

    Fort Baker Capital Management LP directly holds 685,465 Shares. Steven Patrick Pigott acts as Limited Partner/Chief Investment Officer for Fort Baker Capital Management LP. Fort Baker Capital, LLC acts as General Partner for Fort Baker Capital Management LP.

    The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.

    The calculation of percentage of beneficial ownership in item 11 was derived from Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023, in which the Issuer stated that the number of Shares of Class A common stock outstanding was 13,292,182 as of November 14, 2023.

    Item 5.      Ownership of Five Percent or Less of a Class

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [  ].

    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

    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

    By signing below the undersigned certify that, to the best of their 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.

    Signature

    After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Dated:  February 14, 2024

              Fort Baker Capital Management LP

     

    By: Fort Baker Capital, LLC, its General Partner

     

    By: Steven Patrick Pigott, its Chief Investment Officer

     

    By: /s/ Steven Patrick Pigott

    Name: Steven Patrick Pigott

    Title: Chief Investment Officer

     

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