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

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 23, 2022

 

CENAQ Energy Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-40743

 

85-1863331

(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

4550 Post Oak Place Dr., Suite 300

Houston, TX

  77027
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (713) 820-6300

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and three-quarters of one warrant   CENQU   The NASDAQ Stock Market LLC
         
Class A common stock, par value $0.0001 per share   CENQ   The NASDAQ Stock Market LLC
         
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share   CENQW   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 23, 2022, CENAQ Energy Corp. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Q2 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).

 

Nasdaq informed the Company that, under Nasdaq listing rules, the Company has 60 calendar days, or until October 24, 2022, to submit a plan to regain compliance with respect to the delinquent Q2 Form 10-Q. If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the due date of the Q2 Form 10-Q, or until February 23, 2023, to regain compliance.

 

The Company may regain compliance prior to this deadline by filing the Q2 Form 10-Q. The Company filed the Q2 Form 10-Q on August 25, 2022.

 

Item 7.01Regulation FD Disclosure.

 

On August 26, 2022, the Company issued a press release regarding the foregoing matters. The press release is furnished hereto as Exhibit 99.1.

 

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No.

  Description
99.1   Press Release dated August 26, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CENAQ ENERGY CORP.
     
  By: /s/ J. Russell Porter
  Name:  J. Russell Porter
  Title: Chief Executive Officer

 

Dated: August 26, 2022

 

 

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