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| CIK | 1841425 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Verde Clean Fuels, Inc. - Equity Warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or o |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 Verde Clean F |
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| August 13, 2025 |
Verde Clean Fuels, Inc. Reports Q2 2025 Results Exhibit 99.1 Verde Clean Fuels, Inc. Reports Q2 2025 Results HOUSTON – August 13, 2025 - Verde Clean Fuels, Inc. (“Verde” or “the Company”) (NASDAQ: VGAS) today reported results for the second quarter and first half of 2025. “We continue to advance our plans to deploy our proprietary liquid fuels processing technology through the development of commercial production plants. To this end, we also co |
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| June 12, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or org |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 Verde Clean |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or orga |
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| May 14, 2025 |
Verde Clean Fuels, Inc. Reports Q1 2025 Results Exhibit 99.1 Verde Clean Fuels, Inc. Reports Q1 2025 Results Q1 2025 Highlights •Continuing to advance front-end engineering and design (“FEED”) for proposed natural gas-to-gasoline project in the Permian Basin •Closed $50 million equity investment by Cottonmouth Ventures, LLC (“Cottonmouth”), a wholly-owned subsidiary of Diamondback Energy, Inc. (“Diamondback”) HOUSTON – May 14, 2025 - Verde Clea |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 7, 2025 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CORRECTION TO FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERDE CLEAN FUELS, INC. Verde Clean Fuels, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”). DOES HEREBY CERTIFY: 1. The name of the corporation is Verde Clean Fuels, Inc. 2. That a Fifth Amen |
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| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2025 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or org |
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| March 28, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or or |
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| March 28, 2025 |
Verde Clean Fuels, Inc. Reports Q4 and FY 2024 Results Exhibit 99.1 Verde Clean Fuels, Inc. Reports Q4 and FY 2024 Results Q4 2024 and Subsequent Event Highlights •Continuing to advance front-end engineering and design (“FEED”) for proposed natural gas-to-gasoline project in the Permian Basin •Closed $50 million equity investment by Cottonmouth Ventures, LLC ("Cottonmouth"), a wholly-owned subsidiary of Diamondback Energy, Inc. ("Diamondback") HOUSTON |
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| March 28, 2025 |
Description of Securities of Verde Clean Fuels, Inc. Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES Verde Clean Fuels, Inc. (“Verde Clean Fuels,” “we,” “our,” “us,” or the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Class A common stock, par value $0.0001 par value per share (“Class A Common Stock”), and public warrants, each whole public warrant ex |
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| March 28, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 |
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| March 28, 2025 |
Exhibit 10.29 EIGHTH AMENDMENT TO LEASE THIS EIGHTH AMENDMENT TO LEASE (“the Amendment”), made as of this 6th day of January 2025 (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and BLUESCAPE CLEAN FUELS, LLC, a Delaware limited liabili |
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| March 28, 2025 |
Exhibit 10.26 Joint Development Agreement This Joint Development Agreement (this “JDA”) is dated effective as of February 6, 2024 (the “Effective Date”) between Cottonmouth Ventures LLC, a Delaware limited liability company (“Cottonmouth”), and Verde Clean Fuels, Inc., a Delaware corporation (“Verde”). Cottonmouth and Verde may be referred to herein individually as a “Party” and collectively as th |
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| January 29, 2025 |
Fifth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc. Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of Verde Clean Fuels, Inc. (a Delaware Corporation) Verde Clean Fuels, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the name of this corporation is Verde Clean Fuels, Inc. The Corporation was originally incorporated under the name “C |
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| January 29, 2025 |
Exhibit 10.1 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of January 29, 2025 (this “Agreement”), is made and entered into by and among Verde Clean Fuels, Inc., a Delaware corporation (f/k/a CENAQ Energy Corp.) (the “Company”), CENAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Bluescape Cle |
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| January 29, 2025 |
Exhibit 99.1 Verde Clean Fuels, Inc. Announces Closing of $50 Million Equity Investment by Cottonmouth Ventures, LLC, a Wholly-Owned Subsidiary of Diamondback Energy, Inc. ● Cottonmouth purchases 12.5 million shares of Verde Class A common stock at a price of $4.00 per share ● Brings Cottonmouth’s total investment in Verde to $70 million and makes Cottonmouth the second largest shareholder of Verd |
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| January 29, 2025 |
Exhibit 10.2 AMENDMENT NO. 1 TO EQUITY PARTICIPATION RIGHT AGREEMENT This AMENDMENT NO. 1 TO EQUITY PARTICIPATION RIGHT AGREEMENT (this “Amendment”) is entered into on January 29, 2025, by and among Verde Clean Fuels, Inc. (f/k/a CENAQ Energy Corp.) (the “Issuer”), Verde Clean Fuels OpCo, LLC (“OpCo”), and Cottonmouth Ventures LLC (“Cottonmouth”). The Issuer, OpCo and Cottonmouth are sometimes ref |
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| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) and 14(f) of the Securities Exchange Act of 1934 and Rules 14 thereunder Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Ve |
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| December 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) and 14(f) of the Securities Exchange Act of 1934 and Rules 14 thereunder Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Ve |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or |
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| December 19, 2024 |
Exhibit 99.1 Verde Clean Fuels, Inc. Announces $50 Million Equity Investment by Cottonmouth Ventures, LLC, a Wholly-Owned Subsidiary of Diamondback Energy, Inc. ● Cottonmouth and Verde have entered into an agreement for a $50 million equity investment through the purchase of 12.5 million shares of Verde Class A common stock by Cottonmouth at a purchase price of $4.00 per share ● Closing of the inv |
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| December 19, 2024 |
Exhibit 10.1 Execution Version CLASS A COMMON STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Page 1. Purchase and Sale of Class A Common Stock 1 1.1 Sale and Issuance of Class A Common Stock 1 1.2 Closing; Delivery 1 1.3 Use of Proceeds 2 1.4 Defined Terms Used in This Agreement 3 2. Representations and Warranties of the Company 5 2.1 Organization, Good Standing, Corporate Power and Qualification 5 2. |
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| November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or |
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| November 13, 2024 |
Verde Clean Fuels, Inc. Reports Third Quarter 2024 Results Exhibit 99.1 Verde Clean Fuels, Inc. Reports Third Quarter 2024 Results Third Quarter 2024 and Subsequent Company Highlights ● Proceeding with front end engineering and design (“FEED”) for proposed Permian Basin project with Diamondback Energy ● Announced appointment of Mr. George Burdette as Chief Financial Officer in October 2024 HOUSTON – November 13, 2024 - Verde Clean Fuels, Inc. (“Verde” or |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 Verde Cl |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation o |
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| October 1, 2024 |
Exhibit 10.1 VERDE CLEAN FUELS, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of September 30, 2024 (the “Effective Date”), with services and performance obligations to commence on October 1, 2024 (“Start Date”), by and between Verde Clean Fuels, Inc., a Delaware corporation (the “Company”), and George W. Burdette III (the “Executive”). W I T N |
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| August 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or o |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 Verde Clean F |
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| August 13, 2024 |
Employment Arrangement, dated May 29, 2024, by and between the Company and Shannon Linden Exhibit 10.2 VERDE CLEAN FUELS, INC. 711 Louisiana St, Suite 2160 Houston, Texas May 29, 2024 Shannon Linden Email: [email protected] Dear Ms. Linden: On behalf of Verde Clean Fuels, Inc. (“Company”), we are pleased to offer you the following terms of employment. We look forward to a long and mutually beneficial relationship. 1. Title and Reporting Structure. You will hold the title of C |
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| August 13, 2024 |
Form of Non-Employee Director Stock Option Grant Notice and Award Agreement Exhibit 10.1 VERDE CLEAN FUELS, INC. 2023 Omnibus Incentive Plan DIRECTOR STOCK OPTION GRANT NOTICE Pursuant to the terms and conditions of the Verde Clean Fuels, Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Verde Clean Fuels, Inc., a Delaware corporation (the ”Company”), hereby grants to the individual listed below (“you” or the “Participant”) the right and option |
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| August 13, 2024 |
Verde Clean Fuels, Inc. Reports Second Quarter 2024 Results Exhibit 99.1 Verde Clean Fuels, Inc. Reports Second Quarter 2024 Results Houston, TX, August 13, 2024 - Verde Clean Fuels, Inc. (“Verde” or the “Company”) (Nasdaq: VGAS), a renewable energy company focused on the development of commercial production facilities to convert syngas derived from diverse feedstocks into gasoline, today reported second quarter 2024 GAAP diluted net loss per share of $(0. |
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| July 17, 2024 |
Filed Pursuant to Rule 424(b)(3) PROSPECTUS Registration No. 333-271360 VERDE CLEAN FUELS, INC. UP TO 31,175,284 SHARES OF CLASS A COMMON STOCK UP TO 15,383,263 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS UP TO 1,879,257 WARRANTS TO PURCHASE COMMON STOCK This prospectus relates to the issuance by us of up to 15,383,263 shares of Class A common stock, par value $0.0001 per sha |
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| July 15, 2024 |
As filed with the Securities and Exchange Commission on July 15, 2024 As filed with the Securities and Exchange Commission on July 15, 2024 Registration No. |
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| July 15, 2024 |
As filed with the Securities and Exchange Commission on July 15, 2024 As filed with the Securities and Exchange Commission on July 15, 2024 Registration No. |
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| June 28, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Verde Clean Fuels, Inc. |
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| June 28, 2024 |
As filed with the Securities and Exchange Commission on June 28, 2024 Registration No. |
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| June 20, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or org |
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| June 10, 2024 |
VGAS / Verde Clean Fuels, Inc. / Walleye Capital LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or orga |
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| May 15, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271360 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated June 2, 2023) VERDE CLEAN FUELS, INC. UP TO 32,528,461 SHARES OF CLASS A COMMON STOCK UP TO 15,412,479 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS UP TO 2,475,000 WARRANTS TO PURCHASE COMMON STOCK This prospectus supplement supplements the prospectus dated June 2, 202 |
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| May 14, 2024 |
Verde Clean Fuels, Inc. Reports First Quarter 2024 Results Exhibit 99.1 Verde Clean Fuels, Inc. Reports First Quarter 2024 Results Houston, TX, May 14, 2024 - Verde Clean Fuels, Inc. (“Verde” or the “Company”) (Nasdaq: VGAS), a renewable energy company focused on the development of commercial production facilities to convert syngas derived from diverse feedstocks into gasoline, today reported first quarter 2024 GAAP diluted net loss per share of $(0.13). |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 Verde Clean |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or orga |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 1, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271360 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated June 2, 2023) VERDE CLEAN FUELS, INC. UP TO 32,528,461 SHARES OF CLASS A COMMON STOCK UP TO 15,412,479 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS UP TO 2,475,000 WARRANTS TO PURCHASE COMMON STOCK This prospectus supplement supplements the prospectus dated June 2, 202 |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 Verde Clean Fuels |
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| March 28, 2024 |
Exhibit 10.22 Seventh AMENDMENT TO LEASE THIS SEVENTH AMENDMENT TO LEASE (“the Amendment”), made as of this day of January 2024 (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and BLUESCAPE CLEAN FUELS, LLC, a Delaware limited liability |
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| March 28, 2024 |
Verde Clean Fuels, Inc. Reports 2023 Results Exhibit 99.1 Verde Clean Fuels, Inc. Reports 2023 Results Houston, TX, March 28, 2024 - Verde Clean Fuels, Inc. (“Verde” or the “Company”) (Nasdaq: VGAS), a renewable energy company focused on the development of commercial production plants to convert syngas derived from diverse feedstocks into gasoline, today reported full year 2023 GAAP diluted net loss per share of $(0.45). The full year net lo |
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| March 28, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or or |
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| March 28, 2024 |
Exhibit 19.1 VERDE CLEAN FUELS, INC. INSIDER TRADING AND DISSEMINATION OF INSIDE INFORMATION POLICY Effective as of March 22, 2024 The following describes the policy of Verde Clean Fuels, Inc. and its subsidiaries (the “Company”) regarding: ● the trading of securities while you are in possession of Inside Information (as defined below) (“insider trading”) about the Company or any other company; ● |
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| March 28, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97.1 VERDE CLEAN FUELS, INC. CLAWBACK POLICY PURPOSE Verde Clean Fuels, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore ado |
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| February 14, 2024 |
US9233721060 / VERDE CLEAN FUELS INC / Walleye Capital LLC Passive Investment SC 13G 1 walleye-vgas123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Verde Clean Fuels, Inc. (Name of Issuer) Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share (Title of Class of Securities) 923372106 (CUSIP Number) December |
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| February 14, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271360 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated June 2, 2023) VERDE CLEAN FUELS, INC. UP TO 32,528,461 SHARES OF CLASS A COMMON STOCK UP TO 15,412,479 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS UP TO 2,475,000 WARRANTS TO PURCHASE COMMON STOCK This prospectus supplement is being filed solely to update the informat |
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| February 13, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 (February 13, 2024) Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction |
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| February 13, 2024 |
Exhibit 99.1 Verde Clean Fuels, Inc. and Cottonmouth Ventures LLC Announce Joint Development Agreement for a Proposed Natural Gas-to-Gasoline Facility in Permian Basin Verde Clean Fuels aims to deploy its proprietary STG+ process utilizing Permian Basin natural gas produced by Diamondback Energy’s operations with the goal to produce approximately 3,000 barrels per day of RBOB gasoline HOUSTON – Fe |
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| February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Verde Clean Fuels, Inc. (formerly known as CENAQ Energy Corp.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 923372106 (CUSIP Number) December 31, 2023 (Date of Event which Requi |
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| January 23, 2024 |
SC 13G/A 1 ea191997-13ga1cenaqverde.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Verde Clean Fuels, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class Securities) 923372 106 (CUSIP Number) December 31, 2023 (Date of Event Whic |
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| November 17, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271360 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated June 2, 2023) VERDE CLEAN FUELS, INC. UP TO 32,528,461 SHARES OF CLASS A COMMON STOCK UP TO 15,412,479 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS UP TO 2,475,000 WARRANTS TO PURCHASE COMMON STOCK This prospectus supplement supplements the prospectus dated June 2, 202 |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 Verde Cl |
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| November 13, 2023 |
Verde Clean Fuels, Inc. Reports Third Quarter 2023 Earnings Exhibit 99.1 Verde Clean Fuels, Inc. Reports Third Quarter 2023 Earnings Houston, TX, November 13, 2023 - Verde Clean Fuels, Inc. (“Verde”), a company focused on becoming leading supplier of gasoline and other fuels derived from renewable feedstocks or natural gas, today reported third quarter 2023 GAAP diluted loss per share of $(0.13). The loss consists of ongoing general and administrative and |
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| October 30, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271360 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 2, 2023) VERDE CLEAN FUELS, INC. UP TO 32,528,461 SHARES OF CLASS A COMMON STOCK UP TO 15,412,479 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS UP TO 2,475,000 WARRANTS TO PURCHASE COMMON STOCK This prospectus supplement is being filed solely to update the informat |
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| August 23, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271360 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated June 2, 2023) VERDE CLEAN FUELS, INC. UP TO 32,528,461 SHARES OF CLASS A COMMON STOCK UP TO 15,412,479 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS UP TO 2,475,000 WARRANTS TO PURCHASE COMMON STOCK This prospectus supplement is being filed solely to update the informat |
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| August 18, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271360 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated June 2, 2023) VERDE CLEAN FUELS, INC. UP TO 32,528,461 SHARES OF CLASS A COMMON STOCK UP TO 15,412,479 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS UP TO 2,475,000 WARRANTS TO PURCHASE COMMON STOCK This prospectus supplement is being filed solely to update the informat |
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| August 15, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271360 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated June 2, 2023) VERDE CLEAN FUELS, INC. UP TO 32,528,461 SHARES OF CLASS A COMMON STOCK UP TO 15,412,479 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS UP TO 2,475,000 WARRANTS TO PURCHASE COMMON STOCK This prospectus supplement supplements the prospectus dated June 2, 202 |
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| August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or o |
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| August 14, 2023 |
Exhibit 99.1 Verde Clean Fuels, Inc. Reports Second Quarter 2023 Financials Results and Announces Filing of Form 10-Q Houston, TX, August 14, 2023 - Verde Clean Fuels, Inc. (“Verde” or the “Company”), an emerging leader in the production of renewable gasoline derived from renewable and natural gas feedstocks, today reported second quarter 2023 GAAP diluted loss per share of $(0.12). The loss consi |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 Verde Clean F |
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| June 5, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271360 PROSPECTUS VERDE CLEAN FUELS, INC. UP TO 32,528,461 SHARES OF CLASS A COMMON STOCK UP TO 15,412,479 SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS UP TO 2,475,000 WARRANTS TO PURCHASE COMMON STOCK This prospectus relates to the issuance by us of up to 15,412,479 shares of Class A common stock, par value $0.0001 per sha |
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| May 31, 2023 |
Verde Clean Fuels, Inc. 600 Travis Street, Suite 5050 Houston, Texas 77002 May 31, 2023 Verde Clean Fuels, Inc. 600 Travis Street, Suite 5050 Houston, Texas 77002 May 31, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas O’Leary and Margaret Schwartz Re: Verde Clean Fuels, Inc. Registration Statement on Form S-1 File No. 333-271360 Ladies and Gentlemen: Pursuant to Rule 461 under the Securit |
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| May 26, 2023 |
As filed with the Securities and Exchange Commission on May 25, 2023 As filed with the Securities and Exchange Commission on May 25, 2023 Registration No. |
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| May 25, 2023 |
Verde Clean Fuels, Inc. 600 Travis Street, Suite 5050 Houston, Texas 77002 Verde Clean Fuels, Inc. 600 Travis Street, Suite 5050 Houston, Texas 77002 May 25, 2023 Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Verde Clean Fuels, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed May 8, 2023 File No. 333-271360 Ladies a |
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| May 16, 2023 |
Verde Clean Fuels, Inc. Reports First Quarter 2023 Earnings Exhibit 99.1 Verde Clean Fuels, Inc. Reports First Quarter 2023 Earnings Houston, TX, May 15, 2023 - Verde Clean Fuels, Inc. (Nasdaq: VGAS) (“Verde”), a company focused on becoming leading supplier of gasoline and other fuels derived from renewable feedstocks or natural gas, today reported first quarter 2023 GAAP diluted loss per share of $(0.09). The loss consists of ongoing general and administr |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or orga |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 Verde Clean |
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| May 8, 2023 |
As filed with the Securities and Exchange Commission on May 8, 2023 As filed with the Securities and Exchange Commission on May 8, 2023 Registration No. |
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| May 8, 2023 |
Verde Clean Fuels, Inc. 600 Travis Street, Suite 5050 Houston, Texas 77002 May 8, 2023 Verde Clean Fuels, Inc. 600 Travis Street, Suite 5050 Houston, Texas 77002 May 8, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Nicholas O’Leary Margaret Schwartz Re: Verde Clean Fuels, Inc. Registration Statement on Form S-1 Filed April 20, 2023 File No. 333-27136 |
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| April 27, 2023 |
Form of Employee Stock Option Award Agreement Exhibit 99.3 VERDE CLEAN FUELS, INC. 2023 Omnibus Incentive Plan STOCK OPTION GRANT NOTICE Pursuant to the terms and conditions of the Verde Clean Fuels, Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Verde Clean Fuels, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the right and option to purcha |
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| April 27, 2023 |
Form of Non-Employee Director RSU Grant Notice and Award Agreement Exhibit 99.2 VERDE CLEAN FUELS, INC. 2023 Omnibus Incentive Plan NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Verde Clean Fuels, Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Verde Clean Fuels, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) |
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| April 27, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Verde Clean Fuels, Inc. |
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| April 27, 2023 |
As filed with the Securities and Exchange Commission on April 27, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 20, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Verde Clean Fuels, Inc. |
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| April 20, 2023 |
Power of Attorney (included on signature page). As filed with the Securities and Exchange Commission on April 20, 2023 Registration No. |
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| April 17, 2023 |
Employment Agreement, dated as of April 12, 2023 by and between the Company and John Doyle Exhibit 10.2 VERDE CLEAN FUELS, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of April 12, 2023 (the “Effective Date”), between Verde Clean Fuels, Inc., a Delaware corporation, formerly known as CENAQ Energy Corp., (the “Company”) and John Doyle (the “Executive”). W I T N E S S E T H WHEREAS, in connection with the consummation of the transacti |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or or |
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| April 17, 2023 |
Employment Agreement, dated as of April 12, 2023 by and between the Company and Ernest B. Miller. Exhibit 10.1 VERDE CLEAN FUELS, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of April 12, 2023 (the “Effective Date”), between Verde Clean Fuels, Inc., a Delaware corporation, formerly known as CENAQ Energy Corp., (the “Company”) and Ernest Miller (the “Executive”). W I T N E S S E T H WHEREAS, in connection with the consummation of the transa |
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| April 7, 2023 |
Exhibit 99.1 Bluescape Clean Fuels Intermediate Holdings, LLC Consolidated Financial Statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021 Contents Consolidated Financial Statements Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Membe |
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| April 7, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 (February 15, 2023) VERDE CLEAN FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or Other Juri |
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| April 7, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise specified, capitalized terms used herein but not defined herein have the meanings given to such terms in the definitive proxy statement dated November 10, 2022 and filed with the Securities and Exchange Commission. Introduction The unaudited pro forma condensed combined balance sheet as of December 31, 2022 |
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| April 7, 2023 |
Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INTERMEDIATE You should read the following discussion and analysis of Intermediate’s financial condition and results of operations together with Intermediate’s financial statements and the related notes included elsewhere in this proxy statement. Some of the information contained in this discussio |
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| March 31, 2023 |
Promissory Note, dated February 15, 2023, issued to the CENAQ Sponsor by Verde Clean Fuels. Exhibit 10.20 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO TH |
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| March 31, 2023 |
Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES Verde Clean Fuels, Inc. (“Verde Clean Fuels,” “we,” “our,” “us,” or the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Class A common stock, par value $0.0001 par value per share (“Class A Common Stock”), and public warrants, each whole public warrant ex |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 Verde Clean Fuels |
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| March 31, 2023 |
Exhibit 10.15 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (“the Amendment”), made as of the 24th day of December, 2018 (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and PRIMUS GREEN ENERGY, INC., a New Jersey corporation |
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| March 31, 2023 |
Exhibit 10.13 LEASE AGREEMENT HILLSBOROUGH BUSINESS CENTER FOR AND INCONSIDERATION of the mutual covenants herein contained, the parties hereto do hereby agree as follows: 1. The following terms are incorporated by reference into this agreement: (a) Name and Address of Landlord: (Hereinafter referred to as “Landlord”) Hillsborough Park, L.L.C., a Delaware limited liability company 390 Amwell Road, |
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| March 31, 2023 |
Exhibit 10.14 Branchburg, NJ 08876 (908) 874-8686 Fax (908) 874-6064 Website: http:// www.larkenassociates.com June 16, 2015 Primus Green Attn: Mr. Sam Golan 219 Homestead Road Building 2 Hillsborough, NJ 08844 Re: Hillsborough Business Center First Amendment to Lease Dear Sam, Enclosed please find your First Amendment to Lease for the above-mentioned property. We wish you much continued success i |
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| March 31, 2023 |
Exhibit 10.17 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE (“the Amendment”), made as of this 29 day of December (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and BLUESCAPE CLEAN FUELS, LLC, a Delaware limited liability co |
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| March 31, 2023 |
Exhibit 10.18 FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE (“the Amendment”), made as of this 20th day of December, 2021 (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and BLUESCAPE CLEAN FUELS, LLC, a Delaware limited liabil |
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| March 31, 2023 |
Exhibit 10.16 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (“the Amendment”), made as of the day of December, 2019 (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and PRIMUS GREEN ENERGY, a New Jersey corporation having an add |
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| March 31, 2023 |
Exhibit 10.19 SIXTH AMENDMENT TO LEASE THIS SIXTH AMENDMENT TO LEASE (“the Amendment”), made as of this day of January, 2023 (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and BLUESCAPE CLEAN FUELS, LLC, a Delaware limited liability co |
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| March 1, 2023 |
US9233721060 / VERDE CLEAN FUELS INC / Diamondback Energy, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 VERDE CLEAN FUELS, INC. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 15130M 102 (CUSIP Number) Jonathan Siegler c/o Bluescape Clean Fuels Holdings, LLC 300 Crescent Court, Suite 1860 Dallas, TX 75201 (469) 398-2200 With |
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| February 27, 2023 |
Joint Filing Agreement, dated as of February 27, 2023, by and among the Reporting Persons EX-99.1 2 ea174298ex99-1verdeclean.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 27, 2023, BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this statement on Schedule 13D (“Statement”) is being jointly filed, and any amendments thereto wi |
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| February 21, 2023 |
Exhibit 21.1 Subsidiaries of the Verde Clean Fuels, Inc. Company Name Jurisdiction of Organization Verde Clean Fuels OpCo, LLC DE Bluescape Clean Fuels Intermediate Holdings, LLC DE Bluescape Clean Fuels Employee Holdings, LLC DE Bluescape Clean Fuels, LLC DE Bluescape Clean Fuels EmployeeCo, LLC DE Maricopa Renewable Fuels I, LLC DE |
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| February 21, 2023 |
Exhibit 10.10 AMENDMENT NO. 2 TO LETTER AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of February 14, 2023 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among CENAQ Energy Corp., a Delaware corporation (“PubCo”), CENAQ Sponsor LLC, a Delaware limited liability company (“Sponsor”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liabi |
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| February 21, 2023 |
Exhibit 10.2 VERDE CLEAN FUELS, INC. 2023 OMNIBUS INCENTIVE PLAN Article I PURPOSE The purpose of this Verde Clean Fuels, Inc. 2023 Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals |
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| February 21, 2023 |
Amended and Restated Bylaws of Verde Clean Fuels, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VERDE CLEAN FUELS, INC. (a Delaware corporation) Article I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of Verde Clean Fuels, Inc. (the “Corporation”) shall be fixed in the Fourth Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”). Section 1.2 Other Offices. The Corporation m |
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| February 21, 2023 |
Form of Verde Clean Fuels Indemnification Agreement Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of February , 2023 by and between Verde Clean Fuels, Inc. (formerly known as CENAQ Energy Corp.), a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto. RECITALS: WHEREAS, directors, officers and other persons in service to corporatio |
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| February 21, 2023 |
Letter from Marcum LLP to the SEC dated February 15, 2023. Exhibit 16.1 February 15, 2023 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read the statements made by Verde Clean Fuels, Inc. (formerly CENAQ Energy Corp.) included under Item 4.01 of its Form 8-K dated February 15, 2023. We agree with the statements concerning our Firm under Item 4.01. We are not in a position to agree or disagree with other |
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| February 21, 2023 |
OpCo A&R LLC Agreement, including any Certificates of Designations. Exhibit 10.7 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VERDE CLEAN FUELS OPCO, LLC A Delaware limited liability company dated as of February 15, 2023 THE LIMITED LIABILITY COMPANY INTERESTS IN VERDE CLEAN FUELS OPCO, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE B |
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| February 21, 2023 |
Fourth Amended and Restated Certificate of Incorporation of Verde Clean Fuels, Inc. Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of CENAQ Energy Corp. (a Delaware Corporation) CENAQ Energy Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the name of this corporation is CENAQ Energy Corp. and that this corporation was originally incorporated pursuant to the Gener |
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| February 21, 2023 |
Exhibit 2.2 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of February 14, 2023 (the “Effective Date”) to the Business Combination Agreement (the “BCA”) by and among CENAQ Energy Corp., a Delaware corporation, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of SPAC, Bluescape Clean Fuels Holdings, LL |
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| February 21, 2023 |
Exhibit 99.3 Verde Clean Fuels, Inc. Announce Completion of Business Combination between CENAQ Energy Corp. and Bluescape Clean Fuels Verde Positioned to be Leading Provider of Renewable Gasoline Verde Announces Joint Venture with Diamondback Energy in Permian Basin February 15, 2023 06:41 PM Eastern Standard Time HOUSTON-(BUSINESS WIRE)-Verde Clean Fuels, Inc. (“Verde”), a company focused on beco |
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| February 21, 2023 |
Exhibit 10.9 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of October 26, 2022 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among CENAQ Energy Corp., a Delaware corporation (“PubCo”), CENAQ Sponsor LLC, a Delaware limited liability company (“Sponsor”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liabili |
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| February 21, 2023 |
Exhibit 10.6 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 15, 2023, is made and entered into by and among Verde Clean Fuels, Inc., a Delaware corporation (f/k/a CENAQ Energy Corp.) (the “Company”), CENAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Bluescape Clean Fuels Hold |
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| February 21, 2023 |
Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INTERMEDIATE You should read the following discussion and analysis of Intermediate’s financial condition and results of operations together with Intermediate’s financial statements and the related notes included elsewhere in this proxy statement. Some of the information contained in this discussio |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2023 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or |
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| February 21, 2023 |
Exhibit 10.5 TAX RECEIVABLE AGREEMENT by and among Verde Clean Fuels, Inc., CERTAIN OTHER PERSONS NAMED HEREIN, and Agent DATED AS OF FEBRUARY 15, 2023 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 15, 2023, is hereby entered into by and among Verde Clean Fuels, Inc. (f/k/a CENAQ Energy Corp.), a Delaware corporation (“PubCo”), the TRA Holders and |
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| February 21, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise specified, capitalized terms used herein but not defined herein have the meanings given to such terms in the definitive proxy statement dated November 10, 2022 and filed with the Securities and Exchange Commission. Introduction The unaudited pro forma condensed combined balance sheet as of September 30, 2022 |
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| February 14, 2023 |
Exhibit 10.1 AMENDMENT TO SUBSCRIPTION AGREEMENT This Amendment to Subscription Agreement (this “Amendment”) is entered into by and between CENAQ Energy Corp. (“CENAQ”) and Arb Clean Fuels Management LLC (“ARB” and collectively with CENAQ, the “Parties”) as of February 13, 2023. Capitalized terms used herein but not defined shall have the meanings set forth in the Subscription Agreement (as define |
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| February 14, 2023 |
EX-10.4 4 ea173567ex10-4cenaq.htm EQUITY PARTICIPATION RIGHT AGREEMENT Exhibit 10.4 EQUITY PARTICIPATION RIGHT AGREEMENT This EQUITY PARTICIPATION RIGHT AGREEMENT (this “Agreement”) is entered into on February 13, 2023, by and among CENAQ Energy Corp. (“CENAQ” or the “Issuer”), Verde Clean Fuels OpCo, LLC (“OpCo”), and Cottonmouth Ventures LLC (“Cottonmouth”). The Issuer, OpCo and Cottonmouth are |
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| February 14, 2023 |
US15130M2017 / CENAQ Energy Corp / Lighthouse Investment Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
Form of Subscription Termination Agreement. Exhibit 10.2 FORM OF SUBSCRIPTION TERMINATION AGREEMENT This Subscription Termination Agreement (this “Agreement”) is entered into as of February [ ], 2023 by and between CENAQ Energy Corp., a Delaware corporation (“Issuer”), and (“Subscriber”). WHEREAS, Issuer and Subscriber entered into that certain Subscription Agreement dated as of August 12, 2022 (the “Subscription Agreement”); and WHEREAS, p |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 10, 2023 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or organization |
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| January 31, 2023 |
US15130M2017 / CENAQ Energy Corp / Yakira Capital Management, Inc. - 13GA Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CENAQ Energy Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock and three-quarters of one warrant (Title of Class of Securities) 15130M201 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPO |
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| January 25, 2023 |
SC 13G/A 1 p23-0090sc13ga.htm CENAQ ENERGY CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* CENAQ Energy Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 15130M102 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) C |
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| January 4, 2023 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 4, 2023 CENAQ ENERGY CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40743 85-1863331 (State of incorporation or organization) (Commission File Number) ( |
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| December 30, 2022 |
DEFA14A 1 ea171051-defa14acenaq.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commiss |
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| December 19, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2022 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or organization |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 19, 2022 |
Bluescape Clean Fuels Intermediate Holdings, LLC Consolidated Balance Sheets Exhibit 99.1 Bluescape Clean Fuels Intermediate Holdings, LLC Consolidated Balance Sheets (unaudited) September 30, 2022 December 31, 2021 Assets Current Assets Cash and cash equivalents $ 1,440,867 $ 87,638 Prepaid expenses 79,842 53,761 Deferred transaction costs 2,597,020 ? Deferred financing costs 6,050 ? Total current assets 4,123,779 141,399 Security deposits 150,000 150,000 Property, equipm |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| December 13, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 12, 2022 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or organization |
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| December 13, 2022 |
CENAQ Energy Corp. Announces Updates on Business Combination with Bluescape Clean Fuels Exhibit 99.1 CENAQ Energy Corp. Announces Updates on Business Combination with Bluescape Clean Fuels Houston, TX, Dec. 12, 2022 (GLOBE NEWSWIRE) - CENAQ Energy Corp. (?CENAQ?; NASDAQ: CENQ) today announced several business updates regarding its previously announced initial business combination with Bluescape Clean Fuels Intermediate Holdings, LLC (?Bluescape?). Business Updates The business update |
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| November 21, 2022 |
Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40743 CENAQ Energy Corp. (Exact name of registrant as specified in |
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| November 21, 2022 |
Exhibit 10.2 AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of October 26, 2022 (the ?Effective Date?) to the Letter Agreement (as defined below) is entered into by and among CENAQ Energy Corp., a Delaware corporation (?PubCo?), CENAQ Sponsor LLC, a Delaware limited liability company (?Sponsor?), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liabili |
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| November 18, 2022 |
DEFA14A 1 ea169008-defa14acenaqener.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 15, 2022 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or organization |
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| November 15, 2022 |
Promissory Note, dated November 15, 2022, issued to the Sponsor by CENAQ. Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 15, 2022 |
CENAQ Energy Corp. Announces Second Extension of Deadline to Complete Business Combination EX-99.1 3 ea168567ex99-1cenaq.htm PRESS RELEASE DATED NOVEMBER 15, 2022 Exhibit 99.1 CENAQ Energy Corp. Announces Second Extension of Deadline to Complete Business Combination Houston, TX, November 15, 2022 (GLOBE NEWSWIRE) - CENAQ Energy Corp. (“CENAQ”; NASDAQ: CENQ) announced that its board of directors has elected to extend the date by which CENAQ has to consummate a business combination by an |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NT 10-Q 1 ea168611-nt10qcenaq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40743 CUSIP NUMBER 15130M201 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transi |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| October 12, 2022 |
DEFA14A 1 ea167044-defa14acenaq.htm SOLICITING MATERIAL UNDER 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co |
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| September 29, 2022 |
CENAQ Energy Corp. 4550 Post Oak Place Drive, Suite 300 Houston, Texas 77027 CENAQ Energy Corp. 4550 Post Oak Place Drive, Suite 300 Houston, Texas 77027 September 29, 2022 Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: CENAQ Energy Corp. Preliminary Proxy Statement on Schedule 14A Filed August 12, 2022 File No. 001-40743 Ladies and G |
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| September 29, 2022 |
PRER14A 1 prer14a0922cenaqenergy.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 15, 2022 |
Exhibit 3.2 BYLAWS OF CENAQ ENERGY CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware. Sec |
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| September 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40743 CENAQ Energy |
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| August 26, 2022 |
Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40743 CENAQ Energy Corp. (Exact name of registrant as specified in its c |
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| August 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2022 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or organi |
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| August 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2022 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or organi |
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| August 26, 2022 |
CENAQ Energy Corp. Announces Receipt of Notification Letter from Nasdaq Exhibit 99.1 CENAQ Energy Corp. Announces Receipt of Notification Letter from Nasdaq Houston, TX, August 26, 2022 – CENAQ Energy Corp. (the “Company” or “CENAQ”; Nasdaq: CENQ) announced today that it received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the Nasdaq Listing Rule 5250(c)(1) as a res |
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| August 26, 2022 |
Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40743 CENAQ Energy Corp. (Exact name of registrant |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NT 10-Q 1 ea164377-nt10qcenaq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40743 CUSIP NUMBER 15130M201 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition |
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| August 12, 2022 |
EX-10.4 6 ea164289ex10-4cenaqenergy.htm SUBSCRIPTION AGREEMENT, DATED AS OF AUGUST 12, 2022, BY AND BETWEEN CENAQ AND ARB CLEAN FUELS MANAGEMENT LLC Exhibit 10.4 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 12, 2022, by and between CENAQ Energy Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”). WHEREAS, |
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| August 12, 2022 |
CENAQ Energy Corp. Announces Extension of Deadline to Complete Business Combination EX-99.1 2 ea164316-8kex99icenaq.htm PRESS RELEASE Exhibit 99.1 CENAQ Energy Corp. Announces Extension of Deadline to Complete Business Combination Houston, TX, Aug. 12, 2022 (GLOBE NEWSWIRE) - CENAQ Energy Corp. (“CENAQ”; NASDAQ: CENQ) announced that its board of directors has elected to extend the date by which CENAQ has to consummate a business combination from August 17, 2022 to November 16, 20 |
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| August 12, 2022 |
Form of Subscription Agreement. Exhibit 10.3 Final form FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 12, 2022, by and between CENAQ Energy Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”). WHEREAS, substantially concurrently with the execution and delivery of this Subscription Agreement, the Issuer is entering into that certai |
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| August 12, 2022 |
EX-10.1 3 ea164289ex10-1cenaqenergy.htm SPONSOR AGREEMENT, DATED AS OF AUGUST 12, 2022, BY AND AMONG THE COMPANY, CENAQ, HOLDINGS AND SPONSOR Exhibit 10.1 August 12, 2022 CENAQ Energy Corp. 4550 Post Oak Place Drive, Suite 300 Houston, Texas 77027 RE: Certain Transaction Matters Reference is made to that certain Business Combination Agreement (as the same may be amended, supplemented or modified, |
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| August 12, 2022 |
Exhibit 10.1 August 12, 2022 CENAQ Energy Corp. 4550 Post Oak Place Drive, Suite 300 Houston, Texas 77027 RE: Certain Transaction Matters Reference is made to that certain Business Combination Agreement (as the same may be amended, supplemented or modified, the “BCA”), dated as of the date hereof, by and among, Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company |
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| August 12, 2022 |
EX-2.1 2 ea164289ex2-1cenaqenergy.htm BUSINESS COMBINATION AGREEMENT, DATED AS OF AUGUST 12, 2022, BY AND AMONG THE COMPANY, CENAQ, HOLDINGS, OPCO AND SPONSOR Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among CENAQ ENERGY CORP., BLUESCAPE CLEAN FUELS HOLDINGS, LLC, BLUESCAPE CLEAN FUELS INTERMEDIATE HOLDINGS, LLC, VERDE CLEAN FUELS OPCO, LLC and CENAQ SPONSOR LLC (SOLELY WITH RESPECT TO Sect |
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| August 12, 2022 |
CALCULATION OF FILING FEE TABLES Table 1 – Transaction Valuation Exhibit 107 CALCULATION OF FILING FEE TABLES Table 1 – Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to Be Paid $ 227,250,000 (1)(2) 0. |
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| August 12, 2022 |
Press Release, dated August 12, 2022. Exhibit 99.1 Renewable Gasoline Company Bluescape Clean Fuels, LLC to Become Publicly Traded on NASDAQ via Business Combination with CENAQ Energy Corp. and be renamed Verde Clean Fuels, LLC ? Bluescape Clean Fuels, LLC is positioned to be a leading supplier of gasoline derived from renewable feedstocks through the development of multiple facilities across the United States ? After CENAQ shareholde |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or organi |
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| August 12, 2022 |
EX-10.4 6 ea164289ex10-4cenaqenergy.htm SUBSCRIPTION AGREEMENT, DATED AS OF AUGUST 12, 2022, BY AND BETWEEN CENAQ AND ARB CLEAN FUELS MANAGEMENT LLC Exhibit 10.4 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 12, 2022, by and between CENAQ Energy Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”). WHEREAS, |
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| August 12, 2022 |
Lock-Up Agreement, dated as of August 12, 2022. EX-10.5 7 ea164289ex10-5cenaqenergy.htm LOCK-UP AGREEMENT, DATED AS OF AUGUST 12, 2022 Exhibit 10.5 August 12, 2022 CENAQ Energy Corp. 4550 Post Oak Place Drive, Suite 300 Houston, Texas 77027 Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement (as the same may be amended, supplemented or |
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| August 12, 2022 |
Form of Subscription Agreement. EX-10.3 5 ea164289ex10-3cenaqenergy.htm FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.3 Final form FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 12, 2022, by and between CENAQ Energy Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”). WHEREAS, substantially concurrently with the execution and delivery |
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| August 12, 2022 |
EX-10.2 4 ea164289ex10-2cenaqenergy.htm UNDERWRITERS LETTER, DATED AS OF AUGUST 12, 2022, BY AND AMONG THE COMPANY, CENAQ, HOLDINGS AND THE UNDERWRITERS Exhibit 10.2 To: Imperial Capital, LLC and I-Bankers Securities, Inc. Re: Forfeiture of Private Placement Warrants and PubCo Class A Common Stock; Reduction of Deferred Discount August 12, 2022 Ladies and Gentlemen: Reference is made to that certa |
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| August 12, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or organi |
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| August 12, 2022 |
Press Release dated August 12, 2022. Exhibit 99.1 CENAQ Energy Corp. Announces Extension of Deadline to Complete Business Combination Houston, TX, Aug. 12, 2022 (GLOBE NEWSWIRE) - CENAQ Energy Corp. (“CENAQ”; NASDAQ: CENQ) announced that its board of directors has elected to extend the date by which CENAQ has to consummate a business combination from August 17, 2022 to November 16, 2022 (the “Extension”), as permitted under CENAQ’s t |
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| August 12, 2022 |
EX-2.1 2 ea164289ex2-1cenaqenergy.htm BUSINESS COMBINATION AGREEMENT, DATED AS OF AUGUST 12, 2022, BY AND AMONG THE COMPANY, CENAQ, HOLDINGS, OPCO AND SPONSOR Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among CENAQ ENERGY CORP., BLUESCAPE CLEAN FUELS HOLDINGS, LLC, BLUESCAPE CLEAN FUELS INTERMEDIATE HOLDINGS, LLC, VERDE CLEAN FUELS OPCO, LLC and CENAQ SPONSOR LLC (SOLELY WITH RESPECT TO Sect |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or organi |
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| August 12, 2022 |
Exhibit 10.2 To: Imperial Capital, LLC and I-Bankers Securities, Inc. Re: Forfeiture of Private Placement Warrants and PubCo Class A Common Stock; Reduction of Deferred Discount August 12, 2022 Ladies and Gentlemen: Reference is made to that certain: (i) Underwriting Agreement (the “UWA”), dated as of August 12, 2021, by and between CENAQ Energy Corp., a Delaware corporation (“PubCo”), and Imperia |
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| August 12, 2022 |
PREM14A 1 prem14a0822cenaqenergycorp.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a |
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| August 12, 2022 |
Exhibit 99.2 204 137 108 Investor Presentation August 2022 Copyright © 2022 Verde Clean Fuels DRAFT as of 3/16/22 CENAQ Energy Corp. 2 204 137 108 DISCLAIMER FORWARD - LOOKING STATEMENTS All statements other than statements of historical facts contained in this presentation (this “Presentation”) are forward - looking statements . Forward - looking statements may generally be identified by the use |
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| August 12, 2022 |
Exhibit 99.1 Renewable Gasoline Company Bluescape Clean Fuels, LLC to Become Publicly Traded on NASDAQ via Business Combination with CENAQ Energy Corp. and be renamed Verde Clean Fuels, LLC ? Bluescape Clean Fuels, LLC is positioned to be a leading supplier of gasoline derived from renewable feedstocks through the development of multiple facilities across the United States ? After CENAQ shareholde |
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| August 12, 2022 |
EX-99.2 9 ea164289ex99-2cenaqenergy.htm INVESTOR PRESENTATION Exhibit 99.2 204 137 108 Investor Presentation August 2022 Copyright © 2022 Verde Clean Fuels DRAFT as of 3/16/22 CENAQ Energy Corp. 2 204 137 108 DISCLAIMER FORWARD - LOOKING STATEMENTS All statements other than statements of historical facts contained in this presentation (this “Presentation”) are forward - looking statements . Forwar |
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| August 12, 2022 |
Lock-Up Agreement, dated as of August 12, 2022. Exhibit 10.5 August 12, 2022 CENAQ Energy Corp. 4550 Post Oak Place Drive, Suite 300 Houston, Texas 77027 Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Business Combination Agreement (as the same may be amended, supplemented or modified, the ?BCA?) entered into by and among Bluescape Clean Fuels Intermediate Holdi |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation or organi |
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| May 25, 2022 |
US15130M1027 / CENAQ Energy Corp. / CENAQ Sponsor LLC. - SCHEDULE 13G Passive Investment SC 13G 1 ea160572-13gcenaqsponscenaq.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No )* CENAQ Energy Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class Securities) 15130M 102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this |
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| May 25, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 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 ackn |
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| May 12, 2022 |
Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40743 CENAQ Energy Corp. (Exact name of registrant as specified in its |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40743 CENAQ Energy Corp |
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| March 30, 2022 |
Description of Securities of CENAQ Energy Corp. Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of CENAQ Energy Corp.?s securities is based on and qualified by the Company?s Amended and Restated Articles of Incorporation (the ?Amended and Restated Charter?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to CENAQ Energy Corp. General Preferred Stock, Common Stock As of December 31, 2021, the Company is a |
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| February 14, 2022 |
US15130M1027 / CENAQ Energy Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CENAQ Energy Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 15130M102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 11, 2022 |
US15130M2017 / CENAQ Energy Corp / Shaolin Capital Management LLC - SC 13G CENQU Passive Investment SC 13G 1 cenqu.htm SC 13G CENQU UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* CENAQ Energy Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock and three-quarters of one warrant (Title of Class of Securities) 15130M201 (CUSIP Number) December 31, 2021 (Date of Event which |
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| February 9, 2022 |
US15130M2017 / CENAQ Energy Corp / Yakira Capital Management, Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CENAQ Energy Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock and three-quarters of one warrant (Title of Class of Securities) 15130M201 (CUSIP Number) BRUCE KALLINS, PRINCIPAL; 1555 POST ROAD EAST, SUITE 202, WESTPORT, C |
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| February 8, 2022 |
US15130M2017 / CENAQ Energy Corp / Lighthouse Investment Partners, LLC Passive Investment SC 13G/A 1 lighthouse-cenq123121a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CENAQ Energy Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock and three-quarters of one warrant (Title of Class of Securities) 15130M201 (CUSIP Number) December 31, 2021 (Date of Ev |
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| January 28, 2022 |
US15130M1027 / CENAQ Energy Corp. / Weiss Asset Management LP Passive Investment Converted by EDGARwiz CUSIP NO. 15130M102 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CENAQ ENERGY CORP. - (Name of Issuer) Class A common stock, par value $0.0001 per share - (Title |
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| January 27, 2022 |
SC 13G/A 1 p22-0298sc13ga.htm CENAQ ENERGY CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CENAQ Energy Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 15130M102 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) C |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2021 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 24, 2021 |
Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40743 CENAQ Energy Corp. (Exact name of registrant as specified in |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NT 10-Q 1 ea150692-nt10qcenaq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40743 CUSIP NUMBER 15130M201 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transi |
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| October 12, 2021 |
CENQU / CENAQ Energy Corp. Unit / Saba Capital Management, L.P. - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CENAQ Energy Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 15130M102 (CUSIP Number) October 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| October 1, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2021 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation) (Commission File |
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| October 1, 2021 |
Exhibit 99.1 October 1, 2021 CENAQ Energy Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing October 4, 2021 CENAQ Energy Corp. (NASDAQ: CENQU) (the ?Company?) announced that, commencing October 4, 2021, holders of the units sold in the Company?s initial public offering (the ?Units?) may elect to separately trade the shares of Class A common stock and warrant |
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| September 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40743 CENAQ Energy Corp |
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| September 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NT 10-Q 1 ea147972-nt10qcenaqenergy.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40743 CUSIP NUMBER 15130M201 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2021 ¨ Transition Report on Form 10-K ¨ Trans |
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| September 9, 2021 |
CENQU / CENAQ Energy Corp. Unit / Lighthouse Investment Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 27, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CENAQ Energy Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 15130M201** (CUSIP Number) August 17, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursu |
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| August 24, 2021 |
CENQU / CENAQ Energy Corp. Unit / Space Summit Capital LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CENAQ ENERGY CORP. (Name of Issuer) Units (Title of Class of Securities) 15130M201 (CUSIP Number) August 13, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| August 23, 2021 |
CENQU / CENAQ Energy Corp. Unit / Weiss Asset Management LP Passive Investment =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 23, 2021 |
Exhibit 99.1 CENAQ ENERGY CORP. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 17, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of CENAQ ENERGY CORP. Opinion on the Financial Statement We have audited the accompanying balance sheet of CENAQ Energy Corp. ( |
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| August 23, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 17, 2021 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation) (Commission File |
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| August 23, 2021 |
CENAQ Energy Corp. ANNOUNCES CLOSING OF FULL OVER-ALLOTMENT OPTION Exhibit 99.2 CENAQ Energy Corp. ANNOUNCES CLOSING OF FULL OVER-ALLOTMENT OPTION Houston, TX, Aug. 19, 2021 (GLOBE NEWSWIRE) - CENAQ Energy Corp. (the ?Company?) announced today that it has completed the sale of the full 2,250,000 units pursuant to the underwriters? over-allotment option granted in connection with the Company?s initial public offering. Each unit consists of one share of the Company |
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| August 17, 2021 |
EX-10.3 8 ea145967ex10-3cenaq.htm REGISTRATION RIGHTS AGREEMENT AMONG CENAQ ENERGY CORP. AND CERTAIN SECURITY HOLDERS DATED AUGUST 17, 2021 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2021, is made and entered into by and among CENAQ Energy Corp., a Delaware corporation (the “Company”), CENAQ Sponsor LLC, a Delaware limit |
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| August 17, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 17, 2021 by and between CENAQ Energy Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-253695) (the |
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| August 17, 2021 |
CENAQ Energy Corp. Announces Pricing of $150 Million Initial Public Offering Exhibit 99.1 CENAQ Energy Corp. Announces Pricing of $150 Million Initial Public Offering Houston, TX, Aug. 12, 2021 (GLOBE NEWSWIRE) - CENAQ Energy Corp. (the ?Company?) announced today the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The units will be listed on the NASDAQ Stock Market, LLC (?NASDAQ?) and will trade under the ticker symbol ?CENQU? begi |
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| August 17, 2021 |
Third Amended and Restated Certificate of Incorporation. EX-3.1 3 ea145967ex3-1cenaq.htm THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CENAQ ENERGY CORP. August 5, 2021 CENAQ Energy Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “CENAQ Energy Corp.” Th |
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| August 17, 2021 |
Letter Agreement between CENAQ Energy Corp. and the Underwriters dated August 17, 2021. EX-10.5 10 ea145967ex10-5cenaq.htm LETTER AGREEMENT BETWEEN CENAQ ENERGY CORP. AND THE UNDERWRITERS DATED AUGUST 17, 2021 Exhibit 10.5 August 17, 2021 Imperial Capital, LLC 10100 Santa Monica Boulevard, Suite 2400 Los Angeles, California 90067 Re: Initial Public Offering This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Un |
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| August 17, 2021 |
Exhibit 10.1 August 12, 2021 CENAQ Energy Corp. 4550 Post Oak Place Drive, Suite 300 Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between CENAQ Energy Corp., a Delaware corporation (the ?Company?), |
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| August 17, 2021 |
Exhibit 1.1 CENAQ Energy Corp. 15,000,000 Units Underwriting Agreement August 12, 2021 Imperial Capital, LLC 10100 Santa Monica Boulevard, Suite 2400 Los Angeles, California 90067 Ladies and Gentlemen: CENAQ Energy Corp., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this ?Agreement?), to issue and sell to the Underwriters named in |
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| August 17, 2021 |
CENAQ Energy Corp. Announces Closing of $150 Million Initial Public Offering Exhibit 99.2 CENAQ Energy Corp. Announces Closing of $150 Million Initial Public Offering Houston, TX, Aug. 17, 2021 (GLOBE NEWSWIRE) - CENAQ Energy Corp. (the ?Company?) announced today the closing of its initial public offering of 15,000,000 units at a price of $10.00 per unit, resulting in gross proceeds of $150,000,000. The units began trading on the NASDAQ Stock Market, LLC (?NASDAQ?) under t |
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| August 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 001-40743 85-1863331 (State or other jurisdiction of incorporation) (Commission File |
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| August 17, 2021 |
EX-4.4 5 ea145967ex4-4cenaq.htm WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND CENAQ ENERGY CORP. DATED AUGUST 17, 2021 Exhibit 4.4 WARRANT AGREEMENT between CENAQ ENERGY CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of August 17, 2021 This warrant agreement (“Agreement”) is made as of August 17, 2021 between CENAQ Energy Corp., a Delaware corporation (“Co |
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| August 17, 2021 |
EX-4.1 4 ea145967ex4-1cenaq.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP CENAQ Energy Corp. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND THREE-QUARTERS OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Cl |
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| August 17, 2021 |
Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021, by and between CENAQ Energy Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protect |
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| August 17, 2021 |
EX-10.4 9 ea145967ex10-4cenaq.htm UNDERWRITERS WARRANTS PURCHASE AGREEMENT BETWEEN CENAQ ENERGY CORP. AND THE UNDERWRITERS DATED AUGUST 17, 2021 Exhibit 10.4 UNDERWRITERS WARRANTS PURCHASE AGREEMENT THIS UNDERWRITERS WARRANTS PURCHASE AGREEMENT, effective as of August 17, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between CENAQ Energy Corp., a Delaware |
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| August 13, 2021 |
$150,000,000 CENAQ Energy Corp. 15,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-253695 $150,000,000 CENAQ Energy Corp. 15,000,000 Units CENAQ Energy Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this pros |
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| August 12, 2021 |
8-A12B 1 ea145743-8a12bcenaqenergy.htm FORM 8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CENAQ Energy Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-1863331 (State of Incorporation or Organization) (I.R.S. Employer I |
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| August 10, 2021 |
Guy P. Lander Direct Dial: 212-238-8619 E-mail: [email protected] CORRESP 1 filename1.htm Carter Ledyard & Milburn llp Counselors at Law Guy P. Lander Partner • Direct Dial: 212-238-8619 E-mail: [email protected] 2 Wall Street New York, NY 10005-2072 • Tel (212) 732-3200 Fax (212) 732-3232 570 Lexington Avenue New York, NY 10022-6856 (212) 371-2720 August 10, 2021 VIA EDGAR AND ELECTRONIC MAIL Ms. Julia Griffith Division of Corporation Finance Office of Finance Uni |
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| August 10, 2021 |
August 10, 2021 VIA EDGAR Division of Corporation Finance Office of Finance United States Securities and Exchange Commission Washington, D. |
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| August 6, 2021 |
Third Amended and Restated Certificate of Incorporation. Exhibit 3.5 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CENAQ ENERGY CORP. August 5, 2021 CENAQ Energy Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “CENAQ Energy Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary |
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| August 6, 2021 |
Form of Investment Agreement with Anchor Investors EX-10.10 12 fs12021a3ex10-10cenaqenergy.htm FORM OF INVESTMENT AGREEMENT WITH ANCHOR INVESTORS Exhibit 10.10 FORM OF INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of , 2021, is by and among (i) CENAQ Energy Corp., a Delaware corporation (the “Company”), (ii) CENAQ Sponsor LLC (the “Sponsor”), and (iii) (“Investor”). WHEREAS, in connection with the initial public offer |
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| August 6, 2021 |
Form of Registration Rights Agreement among CENAQ Energy Corp. and certain security holders.** Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among CENAQ Energy Corp., a Delaware corporation (the “Company”), CENAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Imperial Capital, LLC (“Imperial”) as representative of several underwriters (the “Underwriters”), the |
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| August 6, 2021 |
Guy P. Lander Direct Dial: 212-238-8619 E-mail: [email protected] Carter Ledyard & Milburn llp Counselors at Law Guy P. Lander Partner ? Direct Dial: 212-238-8619 E-mail: [email protected] 2 Wall Street New York, NY 10005-2072 ? Tel (212) 732-3200 Fax (212) 732-3232 570 Lexington Avenue New York, NY 10022-6856 (212) 371-2720 August 6, 2021 VIA EDGAR AND ELECTRONIC MAIL Ms. Julia Griffith Division of Corporation Finance Office of Finance United States Securities and |
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| August 6, 2021 |
Exhibit 10.1 , 2021 CENAQ Energy Corp. 4550 Post Oak Place Drive, Suite 300 Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between CENAQ Energy Corp., a Delaware corporation (the ?Company?), and Impe |
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| August 6, 2021 |
EX-4.3 4 fs12021a3ex4-3cenaqenergy.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE [FACE] [Legend on Reverse] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CENAQ ENERGY CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate THIS |
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| August 6, 2021 |
As filed with the Securities and Exchange Commission on August 6, 2021 As filed with the Securities and Exchange Commission on August 6, 2021 Registration No. |
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| August 6, 2021 |
Form of Underwriting Agreement.** Exhibit 1.1 CENAQ Energy Corp. 15,000,000 Units Underwriting Agreement August [ ], 2021 Imperial Capital, LLC 10100 Santa Monica Boulevard, Suite 2400 Los Angeles, California 90067 Ladies and Gentlemen: CENAQ Energy Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in |
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| August 6, 2021 |
Exhibit 4.4 WARRANT AGREEMENT between CENAQ ENERGY CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of , 2021 This warrant agreement (?Agreement?) is made as of [?], 2021 between CENAQ Energy Corp., a Delaware corporation (?Company?), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the ?Warrant Agent?, also referred to herein as the ? |
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| August 6, 2021 |
Form of Letter Agreement between CENAQ Energy Corp. and the Underwriters Exhibit 10.9 , 2021 Imperial Capital, LLC 10100 Santa Monica Boulevard, Suite 2400 Los Angeles, California 90067 Re: Initial Public Offering This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between CENAQ Energy Corp., a Delaware corporation (the ?Company?), and Imperial C |
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| August 6, 2021 |
EX-10.2 8 fs12021a3ex10-2cenaqenergy.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND CENAQ ENERGY CORP Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between CENAQ Energy Corp., a Delaware corporation (the “Company”), and Continent |
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| August 6, 2021 |
Form of Underwriters Warrants Purchase Agreement between CENAQ Energy Corp. and the Underwriters** Exhibit 10.6 UNDERWRITERS WARRANTS PURCHASE AGREEMENT THIS UNDERWRITERS WARRANTS PURCHASE AGREEMENT, effective as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between CENAQ Energy Corp., a Delaware corporation (the “Company”), and Imperial Capital LLC as representative of several underwriters (the “Purchaser”). WHEREAS, the Company intends to consumm |
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| June 21, 2021 |
As filed with the Securities and Exchange Commission on June 21, 2021 As filed with the Securities and Exchange Commission on June 21, 2021 Registration No. |
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| June 21, 2021 |
Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021 by and between CENAQ Energy Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1 (File No. 333-253695) (the |
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| June 21, 2021 |
Exhibit 4.4 WARRANT AGREEMENT between CENAQ ENERGY CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of , 2021 This warrant agreement (“Agreement”) is made as of [●], 2021 between CENAQ Energy Corp., a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “ |
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| June 21, 2021 |
Form of Underwriting Agreement.** Exhibit 1.1 CENAQ Energy Corp. 15,000,000 Units Underwriting Agreement June [ ], 2021 Imperial Capital, LLC 10100 Santa Monica Boulevard, Suite 2400 Los Angeles, California 90067 Ladies and Gentlemen: CENAQ Energy Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in S |
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| June 21, 2021 |
Form of Underwriters Warrants Purchase Agreement between CENAQ Energy Corp. and the Underwriters Exhibit 10.6 UNDERWRITERS WARRANTS PURCHASE AGREEMENT THIS UNDERWRITERS WARRANTS PURCHASE AGREEMENT, effective as of , 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between CENAQ Energy Corp., a Delaware corporation (the ?Company?), and Imperial Capital LLC as representative of several underwriters (the ?Purchaser?). WHEREAS, the Company intends to consumm |
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| June 21, 2021 |
Second Amended and Restated Certificate of Incorporation. Exhibit 3.4 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CENAQ ENERGY CORP. June 17, 2021 CENAQ Energy Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?CENAQ Energy Corp.? The original certificate of incorporation of the Corporation was filed with the Secretary |
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| June 21, 2021 |
Form of Letter Agreement between CENAQ Energy Corp. and the Underwriters** Exhibit 10.9 , 2021 Imperial Capital, LLC 10100 Santa Monica Boulevard, Suite 2400 Los Angeles, California 90067 Re: Initial Public Offering This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between CENAQ Energy Corp., a Delaware corporation (the ?Company?), and Imperial C |
