0001013762-23-006965.txt : 20231026 0001013762-23-006965.hdr.sgml : 20231026 20231026163237 ACCESSION NUMBER: 0001013762-23-006965 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230621 FILED AS OF DATE: 20231026 DATE AS OF CHANGE: 20231026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAYELL MICHAEL J CENTRAL INDEX KEY: 0001273991 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40743 FILM NUMBER: 231350588 MAIL ADDRESS: STREET 1: C/O MERIDIAN RESOURCE CORP STREET 2: 1401 ENCLAVE PARKWAY #300 CITY: HOUSTON STATE: TX ZIP: 77077 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Verde Clean Fuels, Inc. CENTRAL INDEX KEY: 0001841425 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 851863331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 5050 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 469-398-2200 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 5050 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: CENAQ Energy Corp. DATE OF NAME CHANGE: 20210120 4 1 ownership.xml X0508 4 2023-06-21 1 0001841425 Verde Clean Fuels, Inc. VGAS 0001273991 MAYELL MICHAEL J 20 EATON SQUARE HOUSTON TX 77027 0 0 1 0 0 Private Placement Warrants 11.5 2023-06-21 4 J 0 2475000 D Class A Common Stock 2475000 0 I See footnote Private Placement Warrants 11.5 2023-06-21 4 J 0 189777 A Class A Common Stock 189777 189777 I See footnote On June 21, 2023, CENAQ Sponsor LLC (the "Sponsor") effectuated a pro rata distribution of 2,475,000 private placement warrants to its members (the "Distribution"), of which 189,777 were transferred to KM Devco LLC ("KM Devco"). The warrants became exercisable on March 17, 2023, 30 days after the completion of the business combination between the Issuer, Verde Clean Fuels OpCo, LLC, Bluescape Clean Fuels Holdings, LLC, Bluescape Clean Fuels Intermediate Holdings, LLC and the Sponsor on February 15, 2023 (the "Business Combination"). The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's initial public offering. The Sponsor is the record holder of the shares reported herein. J. Russell Porter is the sole member, and at the time of the Distribution, John B. Connally III and Michael J. Mayell were members, of the board of managers of the Sponsor. Each of Messrs. Connally, Porter and Mayell may be deemed to have or share 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 is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. KM Devco, an entity controlled by the Reporting Person, is the record holder of the securities reported herein. On February 15, 2023, the Reporting Person filed a Form 4 and inadvertently checked the box indicating that the Reporting Person is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended. As a result of the Reporting Person's resignation from the board of managers of the Sponsor on August 18, 2023, the Reporting Person is no longer subject to Section 16 of Exchange Act. /s/ Michael J. Mayell 2023-10-26