UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING	SEC FILE NUMBER
	001-40743
	CUSIP NUMBER
	15130M201

(Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

For Period Ended:    September 30, 2021         

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _______________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

CENAQ Energy Corp.

Full Name of Registrant

Former Name if Applicable

4550 Post Oak Place Dr., Suite 300

Address of Principal Executive Office (Street and Number)

Houston, Texas 77027

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

In light of recent comment letters issued by the U.S. Securities and Exchange Commission (the “SEC”), the management of CENAQ Energy Corp. (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on August 12, 2021. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.

In connection with this determination, the Company has also consulted with its other advisors and with its auditors regarding the change to the Company’s financial statements that will result from the classification of the Public Shares as temporary equity on the Company’s balance sheet. The classification of the Public Shares as temporary equity and the resulting effect on the Company’s financial statements to be included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Quarterly Report”), to classify all Public Shares as temporary equity, has caused a delay in the completion of the Quarterly Report. Consequently, the Company was unable to complete and file the Quarterly Report by its prescribed due date without unreasonable effort or expense. The Company intends to file the Quarterly Report on or prior to November 22, 2021, which is the first business day following the fifth calendar day after the prescribed due date for the quarter ended September 30, 2021 (as the fifth calendar day after such prescribed due date is a Saturday).

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Michael J. Mayell	713	820-6300
(Name)	(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).	☒ Yes ☐  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?	☐ Yes ☒  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company had no operations in either period.

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CENAQ Energy Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date : November 15, 2021	By:	/s/ Michael J. Mayell
		Name:	Michael J. Mayell
		Title:	President, Chief Financial Officer

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