<SEC-DOCUMENT>0000899243-21-008117.txt : 20210224
<SEC-HEADER>0000899243-21-008117.hdr.sgml : 20210224
<ACCEPTANCE-DATETIME>20210224210106
ACCESSION NUMBER:		0000899243-21-008117
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210224
FILED AS OF DATE:		20210224
DATE AS OF CHANGE:		20210224

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Dillard Michael E.
		CENTRAL INDEX KEY:			0001846127

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40111
		FILM NUMBER:		21676073

	MAIL ADDRESS:	
		STREET 1:		C/O FLAME ACQUISITION CORP.
		STREET 2:		700 MILAM STREET, SUITE 3300
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Flame Acquisition Corp.
		CENTRAL INDEX KEY:			0001831481
		STANDARD INDUSTRIAL CLASSIFICATION:	BLANK CHECKS [6770]
		IRS NUMBER:				853514078
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		700 MILAM STREET
		STREET 2:		SUITE 3300
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		(713) 579-8007

	MAIL ADDRESS:	
		STREET 1:		700 MILAM STREET
		STREET 2:		SUITE 3300
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-02-24</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001831481</issuerCik>
        <issuerName>Flame Acquisition Corp.</issuerName>
        <issuerTradingSymbol>FLME</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001846127</rptOwnerCik>
            <rptOwnerName>Dillard Michael E.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O FLAME ACQUISITION CORP.</rptOwnerStreet1>
            <rptOwnerStreet2>700 MILAM STREET, SUITE 3300</rptOwnerStreet2>
            <rptOwnerCity>HOUSTON</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>77002</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Class B Common Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>96875</value>
                    <footnoteId id="F2"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">The Class B Common Stock will automatically convert into the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and has no expiration date.</footnote>
        <footnote id="F2">Includes up to 9,375 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of common stock do not exercise their over-allotment option in full or in part.</footnote>
    </footnotes>

    <remarks>Exhibit 24 - Power of Attorney.</remarks>

    <ownerSignature>
        <signatureName>/s/ Gregory D. Patrinely, Attorney-in-Fact</signatureName>
        <signatureDate>2021-02-24</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                                                                      EXHIBIT 24
                                   POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
Flame Acquisition Corp. (the "Company"), the undersigned hereby constitutes and
appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

        1.      execute for and on behalf of the undersigned, Schedules 13D and
                13G in accordance with Section 13 of the Securities Exchange Act
                of 1934, as amended (the "Exchange Act"), and the rules
                thereunder, and Forms 3, 4, and 5 in accordance with Section 16
                of the Exchange Act and the rules thereunder;

        2.      do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Schedule 13D or 13G or Form 3, 4, or 5,
                complete and execute any amendment or amendments thereto, and
                timely file such schedule or form with the SEC and any stock
                exchange or similar authority; and

        3.      take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney- in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in- fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorneys-in-fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 and Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 10th day of February, 2021.


                                      /s/ Michael E. Dillard
                                      ------------------------------
                                      Michael E. Dillard


                                       Schedule A

        Individual Appointed as Attorney-in-Fact with Full Power of Substitution
and Resubstitution

  Gregory D. Patrinely
</PRE>
</BODY>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
