0001013762-23-006966.txt : 20231026 0001013762-23-006966.hdr.sgml : 20231026 20231026163348 ACCESSION NUMBER: 0001013762-23-006966 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: Porter J Russell CENTRAL INDEX KEY: 0001348372 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40743 FILM NUMBER: 231350661 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] 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 0 0001841425 Verde Clean Fuels, Inc. VGAS 0001348372 Porter J Russell 4550 POST OAK PLACE DR. SUITE 300 HOUSTON TX 77027 0 0 1 0 0 Class A Common Stock 2023-08-25 4 J 0 54874 D 3432626 I See footnote Class A Common Stock 2023-08-25 4 J 0 198251 D 3234375 I See footnote Class A Common Stock 2023-08-25 4 J 0 19850 A 19850 D 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 254594 A Class A Common Stock 254594 254594 D On August 25, 2023, CENAQ Sponsor LLC (the "Sponsor") transferred to various third parties a total of 54,874 shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), representing a "make-whole" amount in connection with such third parties purchasing shares of Class A Common Stock at the per share redemption price of approximately $10.31 per share from the Issuer's redeeming stockholders prior to 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") in lieu of their agreements to purchase shares of Class A Common Stock for $10.00 per share in a private placement. 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. Messr. 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 August 25, 2023, the Sponsor effectuated a pro rata distribution of 198,251 shares of Class A Common Stock to its members, of which 19,850 were transferred to the Reporting Person. On June 21, 2023, the Sponsor effectuated a pro rata distribution of 2,475,000 private placement warrants to its members (the "Distribution"), of which 254,594 were transferred to the Reporting Person. The warrants became exercisable on March 17, 2023, 30 days after the completion of 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 securities 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. 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 (the "Exchange Act"). The Reporting Person remains subject to Section 16 of the Exchange Act and all changes in beneficial ownership have been continuously reported. /s/ J. Russell Porter 2023-10-26