4/A: CENAQ Sponsor LLC Amends Form 4 to Reflect Issuance of $409,612 Promissory Note by Verde Clean Fuels

CENAQ Sponsor LLC files an amended Form 4 to disclose the issuance of a $409,612 promissory note by Verde Clean Fuels, convertible into Class A Common Stock at $10 per share.

Summary

• CENAQ Sponsor LLC filed an amended Form 4 on April 10, 2024, to reflect a transaction from February 15, 2023.
• The amendment concerns the issuance of a non-interest bearing promissory note by Verde Clean Fuels to CENAQ Sponsor LLC.
• The note has a principal amount of $409,612 and was issued on February 15, 2023.
• The note was due and payable on or before February 15, 2024, and could be prepaid at any time.
• Verde Clean Fuels had the option to settle the note in cash or shares of Class A common stock at a conversion price of $10.00 per share.
• CENAQ Sponsor LLC is the record holder of the securities.
• J. Russell Porter, John B. Connally III, and Michael J. Mayell may be deemed to have shared beneficial ownership of the securities held by CENAQ Sponsor LLC, but each disclaims beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 6

Explanation: The sentiment is neutral as the document primarily discloses a financial transaction (issuance of a promissory note). It doesn't inherently indicate positive or negative performance, but rather a financial arrangement between the company and its sponsor.

Future Outlook

The document does not contain specific forward-looking statements beyond the details of the promissory note and its potential conversion into stock.

Management Comments

• J. Russell Porter, Chief Executive Officer of CENAQ Sponsor LLC, signed the amended Form 4.
• Each of Messrs. Connally, Porter and Mayell may be deemed to have had or may have shared 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.

Industry Context

This filing relates to the financial arrangements between Verde Clean Fuels, a company in the clean fuels sector, and its sponsor, CENAQ Sponsor LLC. Such arrangements are common in the context of SPAC mergers and subsequent financing activities.

Related Party Transactions

• The issuance of the promissory note to CENAQ Sponsor LLC, a related party, constitutes a related party transaction.

Stakeholder Impact

• Shareholders may be interested in the potential dilution of Class A Common Stock if the note is converted into shares.
• The transaction provides Verde Clean Fuels with a source of financing.

Key Dates