8-K
filed February 21, 2023, 6:59 PM ET
ticker VGAS
CIK 0001841425
M&A
confidence high
sentiment neutral
materiality 0.80
Verde Clean Fuels, Inc. (VGAS): M&A transaction — Verde Clean Fuels completes business combination with CENAQ; begins trading on Nasdaq
Verde Clean Fuels, Inc.
- Closed business combination on Feb 15, 2023; CENAQ renamed to Verde Clean Fuels, Inc.
- Received $32M PIPE investment; issued 3.2M Class A shares to PIPE investors.
- 15,403,880 public shares redeemed for ~$158.8M ($10.31/share); remaining trust $19.03M.
- Post-combination: 9,358,620 Class A shares and 22,500,000 Class C shares outstanding.
- Bluescape Clean Fuels Holdings holds 73.14% of combined company; CENAQ Sponsor 17.37%; Cottonmouth 6.28%.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Bullion resigned as director at Verde Clean Fuels, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael S. Bahorich resigned as director at Verde Clean Fuels, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Denise DuBard resigned as director at Verde Clean Fuels, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Benjamin Francisco Salinas Sada resigned as director at Verde Clean Fuels, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
each of Benjamin Francisco Salinas Sada, Denise DuBard, Michael S. Bahorich and David Bullion resigned from their positions as directors of CENAQ
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. Russell Porter resigned as Chief Executive Officer and Director at Verde Clean Fuels, Inc..
- Action
- resigned
- Role
- Chief Executive Officer and Director
Exact text from the filing
J. Russell Porter resigned from his positions as CENAQ’s Chief Executive Officer and Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John B. Connally III resigned as Chairman at Verde Clean Fuels, Inc..
- Action
- resigned
- Role
- Chairman
Exact text from the filing
John B. Connally III resigned from his position as CENAQ’s Chairman
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael J. Mayell resigned as Chief Financial Officer and Director at Verde Clean Fuels, Inc..
- Action
- resigned
- Role
- Chief Financial Officer and Director
Exact text from the filing
Michael J. Mayell resigned from his position as CENAQ’s Chief Financial Officer and Director
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Verde Clean Fuels, Inc.: Company ceased to be a shell company as a result of the Business Combination (effective 2023-02-21).
- Change
- shell status
- Effective
- 2023-02-21
Exact text from the filing
As a result of the Business Combination, the Company ceased to be a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Verde Clean Fuels, Inc.: Filed Fourth A&R Charter with Delaware to change name to Verde Clean Fuels, Inc (effective 2023-02-21).
- Change
- charter amendment
- Effective
- 2023-02-21
Exact text from the filing
In connection with the Closing, the Company filed its Fourth A&R Charter with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the " Bylaws "). Pursuant to the filing of the Fourth A&R Charter, the Company changed its name to "Verde Clean Fuels, Inc."
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Verde Clean Fuels, Inc.: Adopted amended and restated bylaws in connection with the Closing (effective 2023-02-21).
- Change
- bylaw amendment
- Effective
- 2023-02-21
Exact text from the filing
In connection with the Closing, the Company filed its Fourth A&R Charter with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the " Bylaws ").
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 1.0
Verde Clean Fuels, Inc. underwent a change of control involving Bluescape Clean Fuels Holdings, LLC (closed 2023-02-15).
- Action
- change of control
- Counterparty
- Bluescape Clean Fuels Holdings, LLC
- Closing
- 2023-02-15
Exact text from the filing
The Business Combination was completed on February 15, 2023.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Verde Clean Fuels, Inc. entered into Fourth Amended and Restated Charter with Verde Clean Fuels valued at Fourth Amended and Restated Charter filed (effective 2023-02-16).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Verde Clean Fuels
- Value
- Fourth Amended and Restated Charter filed
- Effective
- 2023-02-16
Exact text from the filing
Pursuant to the terms of the Business Combination Agreement, at Closing, Verde Clean Fuels filed the Fourth A&R Charter.
View on SEC.gov
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