SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Porter J Russell (Last) (First) (Middle) C/O CENAQ ENERGY CORP. 4550 POST OAK PLACE DR. SUITE 300 (Street) HOUSTON, TX 77027 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/19/2021	3. Issuer Name and Ticker or Trading Symbol CENAQ Energy Corp. [ CENQU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) CEO and Director	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $0.0001 per share(1)	(3)	(3)	Class A Common Stock	3,487,500	$0	I	See footnote(2)
Warrants	(3)	(3)	Class A Common Stock	4,950,000	$11.5	I	See footnote(2)

Explanation of Responses:

1. The shares of Class B common stock are convertible into shares of the Issuer's Class A common stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and have no expiration date.

2. CENAQ Sponsor, LLC is the record holder of the shares reported herein. John B. Connally III, J. Russell Porter, and Michael J. Mayell are the members of the board of managers of CENAQ Sponsor, LLC. As such, they may be deemed to have or share beneficial ownership of the Class B common stock and Warrants held directly by CENAQ Sponsor, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

3. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described in the prospectus, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of the initial business combination or 12 months from the closing of the initial public offering, and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation, as described in the prospectus.

	/s/ J. Russell Porter	10/18/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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