4/A: Verde Clean Fuels Former Director Mayell Reports Amended Ownership After Note Issuance

Michael J. Mayell, a former director, President, and CFO of Verde Clean Fuels, Inc., filed an amended Form 4 to reflect the issuance of a promissory note to CENAQ Sponsor LLC.

Summary

• Michael J. Mayell, a former director, President, and CFO of Verde Clean Fuels, Inc. (VGAS), filed an amended Form 4 with the SEC.
• The amendment reflects the issuance of a non-interest bearing promissory note to CENAQ Sponsor LLC (the 'Sponsor') on February 15, 2023, in the principal amount of $409,612.
• The note was due and payable on or before February 15, 2024, and could be prepaid at any time at the Issuer's election in cash or shares of Class A common stock at a conversion price of $10.00 per share.
• The Sponsor is the record holder of the securities, and J. Russell Porter is the sole member of the board of managers of the Sponsor.
• At the time of the issuance of the Note, John B. Connally III and Michael J. Mayell were also members of the board of managers of the Sponsor.
• Mayell disclaims beneficial ownership of the securities except to the extent of his pecuniary interest.
• As of the date of filing this amendment, Mayell is no longer subject to Section 16 of the Securities Exchange Act of 1934.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing, so the sentiment is neutral. It simply reports a past transaction.

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 changes in beneficial ownership by a former director, President, and CFO. It's relevant to investors tracking insider activity and potential dilution from convertible securities.

Related Party Transactions

• The Issuer issued a non-interest bearing promissory note to CENAQ Sponsor LLC.

Stakeholder Impact

• Shareholders may be interested in the potential dilution from the conversion of the promissory note into Class A common stock.

Key Dates