4//SEC Filing
CENAQ Sponsor LLC. 4
Accession 0001013762-23-006960
CIK 0001841425other
Filed
Oct 25, 8:00 PM ET
Accepted
Oct 26, 4:30 PM ET
Size
11.4 KB
Accession
0001013762-23-006960
Insider Transaction Report
Form 4
CENAQ Sponsor LLC.
10% Owner
Transactions
- Other
Class A Common Stock
2023-08-25−54,874→ 3,432,626 total - Other
Class A Common Stock
2023-08-25−198,251→ 3,234,375 total - Other
Private Placement Warrants
2023-06-21−2,475,000→ 0 totalExercise: $11.50→ Class A Common Stock (2,475,000 underlying)
Footnotes (6)
- [F1]On August 25, 2023, the Reporting Person transferred to various third parties a total of 54,874 shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), representing a "make-whole" amount in connection with such third parties purchasing shares of Class A Common Stock at the per share redemption price of approximately $10.31 per share from the Issuer's redeeming stockholders prior to the completion of the business combination between the Issuer, Verde Clean Fuels OpCo, LLC, Bluescape Clean Fuels Holdings, LLC, Bluescape Clean Fuels Intermediate Holdings, LLC and the Reporting Person on February 15, 2023 (the "Business Combination") in lieu of their agreements to purchase shares of Class A Common Stock for $10.00 per share in a private placement.
- [F2]The Reporting Person is the record holder of the securities reported herein. J. Russell Porter is the sole member of the board of managers of the Reporting Person. Messr. Porter may be deemed to have or share beneficial ownership of the securities held directly by the Reporting Person and disclaims any such beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F3]On August 25, 2023, the Reporting Person effectuated a pro rata distribution of 198,251 shares of Class A Common Stock previously held by the Reporting Person to its members.
- [F4]On June 21, 2023, the Reporting Person effectuated a pro rata distribution of 2,475,000 private placement warrants to its members (the "Distribution").
- [F5]The warrants became exercisable on March 17, 2023, 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's initial public offering.
- [F6]The Reporting Person is the record holder of the securities reported herein. J. Russell Porter is the sole member, and at the time of the Distribution, John B. Connally III and Michael J. Mayell were members, of the board of managers of the Reporting Person. Each of Messrs. Connally, Porter and Mayell may be deemed to have or share beneficial ownership of the securities held directly by the Reporting Person. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Documents
Issuer
Verde Clean Fuels, Inc.
CIK 0001841425
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001841320
Filing Metadata
- Form type
- 4
- Filed
- Oct 25, 8:00 PM ET
- Accepted
- Oct 26, 4:30 PM ET
- Size
- 11.4 KB