0001213900-24-031967.txt : 20240410 0001213900-24-031967.hdr.sgml : 20240410 20240410204636 ACCESSION NUMBER: 0001213900-24-031967 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230215 FILED AS OF DATE: 20240410 DATE AS OF CHANGE: 20240410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Porter J Russell CENTRAL INDEX KEY: 0001348372 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40743 FILM NUMBER: 24836948 MAIL ADDRESS: STREET 1: 1331 LAMAR STREET SUITE 1080 CITY: HOUSTON STATE: TX ZIP: 77010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Verde Clean Fuels, Inc. CENTRAL INDEX KEY: 0001841425 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 851863331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 711 LOUISIANA STREET STREET 2: SUITE 2160 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 908-281-6000 MAIL ADDRESS: STREET 1: 711 LOUISIANA STREET STREET 2: SUITE 2160 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 2023-02-15 0 0001841425 Verde Clean Fuels, Inc. VGAS 0001348372 Porter J Russell 518 WELLESLEY DRIVE HOUSTON TX 77024 0 0 1 0 0 Class A Common Stock 2024-02-15 4 X 0 40961 10 A 3275336 I See footnote Class A Common Stock 2024-03-21 4 J 0 40961 D 3234375 I See footnote Class A Common Stock 2024-03-21 4 J 0 2833 A 22683 D Put Option (obligation to buy) 10 2024-02-15 4 X 0 1 0 D 2024-02-15 Class A Common Stock 40961 0 I See footnote Private Placement Warrants 11.5 Class A Common Stock 254594 254594 D On February 15, 2023, the Issuer issued a non-interest bearing promissory note to CENAQ Sponsor LLC (the "Sponsor") in the principal amount of $409,612 (the "Note"). The Note may be prepaid at any time and was due and payable on or before February 15, 2024 at the Issuer's election in cash or shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), at a conversion price of $10.00 per share. On February 15, 2024, the Issuer issued to the Sponsor 40,961 shares of Class A Common Stock upon the Issuer's election to repay the Note in shares of Class A Common Stock at a conversion price of $10.00 per share. The Sponsor is the record holder of the securities reported herein. J. Russell Porter is the sole member of the board of managers of the Sponsor. Mr. Porter may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor and disclaims any such beneficial ownership of such securities except to the extent of his 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. On March 21, 2024, the Sponsor effectuated a pro rata distribution of 40,961 shares of Class A Common Stock previously held by the Sponsor to its members, of which 2,833 were transferred to the Reporting Person. 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. /s/ J. Russell Porter 2024-04-10