4/A: Verde Clean Fuels Former Director J. Russell Porter Amends Form 4 to Reflect Note Issuance and Section 16 Status

J. Russell Porter, a former director and CEO of Verde Clean Fuels, amends his Form 4 filing to reflect the issuance of a promissory note to CENAQ Sponsor LLC and clarify his ongoing obligations under Section 16 of the Securities Exchange Act.

Summary

• J. Russell Porter, a former director and CEO of Verde Clean Fuels, filed an amended Form 4 with the SEC.
• The amendment addresses the issuance of a $409,612 promissory note by Verde Clean Fuels to CENAQ Sponsor LLC on February 15, 2023.
• The note is non-interest bearing and could be prepaid in cash or converted into Class A common stock at $10.00 per share.
• The amendment also corrects an error in the original filing, confirming that Porter remains subject to Section 16 of the Securities Exchange Act.
• Porter disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing, so the sentiment is neutral. It reflects a correction and clarification of a previous filing.

Future Outlook

The promissory note is due on or before February 15, 2024, and may be prepaid at any time at the Issuer's election in cash or shares of Class A common stock.

Management Comments

• 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 Sponsor.
• Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person was the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Industry Context

This filing is a routine disclosure related to insider transactions and beneficial ownership, which is common for publicly traded companies. The promissory note issuance could be related to financing activities of Verde Clean Fuels.

Related Party Transactions

• The issuance of a promissory note to CENAQ Sponsor LLC, which has ties to J. Russell Porter, constitutes a related party transaction.

Stakeholder Impact

• Shareholders may be interested in the terms of the promissory note and its potential impact on the company's capital structure.
• The conversion of the note into shares could dilute existing shareholders.

Key Dates