8-K
filed January 4, 2023, 6:59 PM ET
ticker VGAS
CIK 0001841425
other material
confidence high
sentiment positive
materiality 0.70
CENAQ stockholders approve business combination with Verde Clean Fuels; conditions not yet satisfied
Verde Clean Fuels, Inc.
- Business Combination Proposal passed with 15,626,856 votes for, 1,546,103 against, 0 abstentions.
- Approved charter amendments, Nasdaq listing of 22.5M Class C shares and 8M PIPE shares, and incentive plan.
- Elected seven directors: Graham van't Hoff, Duncan Palmer, Curtis Hébert, Ron Hulme, Dail St. Claire, Martijn Dekker, Jonathan Siegler.
- Closing conditions remain unmet; closing expected when satisfied. Post-close tickers: VGAS, VGASW.
- Quorum of 78.95% (17,172,959 shares of 21,752,250 outstanding) present at special meeting.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Verde Clean Fuels, Inc. shareholders approved Provisions Specific to Authorized Share Capital - increase authorized shares from 221,000,000 to 376,000,000 at the 2023-01-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-01-04
Exact text from the filing
Proposal No. 2A – Provisions Specific to Authorized Share Capital The proposal to increase the number of authorized shares of CENAQ’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, to 376,000,000 shares, consisting of (i) 350,000,000 shares of Class A Common Stock, (ii) 25,000,000 shares of Class C Common Stock and (iii) 1,000,000 shares of preferred stock , was approved. The voting results were as follows: Votes Against Abstentions 15,647,069 1,525,890 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Verde Clean Fuels, Inc. shareholders approved Voting Rights - Class A and Class C common stock vote together as single class at the 2023-01-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-01-04
Exact text from the filing
Proposal No. 2F – Voting Rights The proposal to provide that holders of Class A Common Stock and holders of Class C Common Stock will vote together as a single class on all matters, except as required by law or by our Proposed Fourth A&R Charter was approved. The voting results were as follows: Votes Against Abstentions 14,784,249 2,368,497 20,213
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Verde Clean Fuels, Inc. shareholders approved Business Combination Proposal - approve Business Combination Agreement and transactions at the 2023-01-04 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-01-04
Exact text from the filing
Proposal No. 1 – The Business Combination Proposal The stockholders (a) approved and adopted the Business Combination Agreement and Plan of Reorganization, dated as of August 12, 2022 (the “Business Combination Agreement”), among CENAQ, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and a wholly owned subsidiary of CENAQ (“OpCo”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Holdings”), Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate”), and CENAQ Sponsor LLC (solely with respect to Section 6.18 thereto), pursuant to which (i) (A) CENAQ will contribute to OpCo (1) all of its assets (excluding its interests in OpCo and the aggregate amount of cash required to satisfy any exercise by CENAQ stockholders of their redemption rights (“Redemption Rights”) pursuant to CENAQ’s third amended and restated certificate of incorporation (the “Charter”)) and (2) 22,500,000 newly issued shares of Cla
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Verde Clean Fuels, Inc. shareholders approved Changes in Connection with the Corporate Opportunity Doctrine - absolve certain stockholders from competition obligations at the 2023-01-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-01-04
Exact text from the filing
Proposal No. 2D – Changes in Connection with the Corporate Opportunity Doctrine The proposal to absolve certain Verde Clean Fuels stockholders from certain competition and corporate opportunities obligations was approved. The voting results were as follows: Votes Against Abstentions 15,626,856 1,525,890 20,213
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Verde Clean Fuels, Inc. shareholders approved Stockholders' Ability to Call Special Meetings and Act by Written Consent at the 2023-01-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-01-04
Exact text from the filing
Proposal No. 2C – Stockholders’ Ability to Call Special Meetings and Act by Written Consent The proposal to allow stockholders to call special meetings and act by written consent until such time that Verde Clean Fuels, Inc. (“Verde Clean Fuels”) is no longer a “Controlled Company” pursuant to the Nasdaq Capital Market Listing Rule 5615(c)(1) was approved. The voting results were as follows: Votes Against Abstentions 13,389,104 3,783,855 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Verde Clean Fuels, Inc. shareholders approved Limitation of Liability for Officers - exculpation from monetary liability at the 2023-01-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-01-04
Exact text from the filing
Proposal No. 2E – Limitation of Liability for Officers The proposal to allow officers of Verde Clean Fuels to be exculpated from personal monetary liability pursuant to the General Corporation Law of the State of Delaware was approved. The voting results were as follows: Votes Against Abstentions 15,626,856 1,546,103 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Verde Clean Fuels, Inc. shareholders approved Charter Proposal - approve fourth amended and restated certificate of incorporation at the 2023-01-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-01-04
Exact text from the filing
Proposal No. 2 – The Charter Proposal The stockholders approved and adopted the fourth amended and restated certificate of incorporation (the “Proposed Fourth A&R Charter”), which will take effect upon Closing (the “Charter Proposal”). The voting results were as follows: Votes Against Abstentions 15,647,069 1,525,890 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Verde Clean Fuels, Inc. shareholders approved Provisions Specific to Special Purpose Acquisition Companies - remove blank check company provisions at the 2023-01-04 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-01-04
Exact text from the filing
Proposal No. 2B – Provisions Specific to Special Purpose Acquisition Companies The proposal to remove certain provisions in the Charter relating to CENAQ’s initial business combination and provisions applicable only to blank check companies that will no longer be applicable to CENAQ following the Closing was approved. The voting results were as follows: Votes Against Abstentions 15,626,856 1,525,890 20,213
View on SEC.gov
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