UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01 | Other Events. |
As previously disclosed, on May 4, 2026, CH4 Natural Solutions Corporation (the “Company”) completed its initial public offering (the “IPO”) of 20,000,000 units (the “IPO Units”). On May 6, 2026, the underwriter of the Company’s IPO exercised its over-allotment option in part and on May 8, 2026, the underwriter purchased an additional 2,000,000 units (the “Option Units”). Each Option Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one warrant of the Company, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share. The Option Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $20,000,000.
As previously disclosed, on May 4, 2026, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of 200,000 units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit to CH4 Natural Solutions Acquisition Security Holdings, LLC, generating gross proceeds to the Company of $2,000,000.
Of the net proceeds of the IPO, the sale of the Private Placement Units and the sale of the Option Units, a total of $220,000,000, including $6,600,000 of deferred underwriting discounts and commissions, was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee.
An unaudited balance sheet as of May 8, 2026 reflecting receipt of the proceeds from the consummation of the IPO, the Private Placement and the underwriter’s partial exercise of its over-allotment option, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibits | |
| 99.1 | Unaudited Balance Sheet, as of May 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
1
SIGNATURES
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.
| CH4 NATURAL SOLUTIONS CORPORATION | ||||||
| Date: May 14, 2026 | By: | /s/ Arthuros Mangriotis | ||||
| Name: | Arthuros Mangriotis | |||||
| Title: | Chief Financial Officer, Chief Accounting Officer and Secretary | |||||
2
Exhibit 99.1
CH4 NATURAL SOLUTIONS CORPORATION
BALANCE SHEET
MAY 08, 2026
| MAY 04, 2026 | Pro Forma Adjustments |
As Adjusted | ||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||
| ASSETS |
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| Cash |
$ | 1,663,700 | $ | $ | 1,663,700 | |||||||||
| Prepaid expenses |
130,955 | 130,955 | ||||||||||||
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| Total current assets |
1,794,655 | — | 1,794,655 | |||||||||||
| Cash held in Trust Account |
200,000,000 | 20,000,000 | (1) | 220,000,000 | ||||||||||
| Prepaid insurance - long term |
98,752 | 98,752 | ||||||||||||
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| Total Assets |
$ | 201,893,407 | $20,000,000 | $ | 221,893,407 | |||||||||
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| LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT |
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| Current liabilities: |
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| Accounts payable |
$ | 215,781 | $ | $ | 215,781 | |||||||||
| Due to related party |
909,610 | 909,610 | ||||||||||||
| Accrued expenses |
1,168,335 | 1,168,335 | ||||||||||||
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| Total current liabilities |
2,293,726 | — | 2,293,726 | |||||||||||
| Deferred underwriting fees payable |
6,000,000 | 600,000 | (2) | 6,600,000 | ||||||||||
| Overallotment liability |
220,800 | (147,200 | ) | (4) | 73,600 | |||||||||
| Advisory fees |
6,000,000 | 600,000 | (3) | 6,600,000 | ||||||||||
| Deferred legal fees |
175,000 | 175,000 | ||||||||||||
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| Total liabilities |
14,689,526 | 1,052,800 | 15,742,326 | |||||||||||
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| Commitments and Contingencies |
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| Class A ordinary shares subject to possible redemption, 22,000,000 shares at $10.00 per share |
200,000,000 | 19,079,600 | (1) | 220,000,000 | ||||||||||
| (586,194 | ) | (2) | ||||||||||||
| 1,506,594 | (5) | |||||||||||||
| Shareholders’ Deficit: |
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| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding |
— | — | ||||||||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 200,000 issued and outstanding (excluding 22,000,000 shares subject to possible redemption) |
20 | 20 | ||||||||||||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding (1) |
767 | 767 | ||||||||||||
| Additional paid-in capital |
— | 920,400 | (1) | (600,000 | ) | |||||||||
| (13,806 | ) | (2) | ||||||||||||
| (1,506,594 | ) | (5) | ||||||||||||
| Accumulated deficit |
(12,796,906 | ) | 147,200 | (4) | (13,249,706 | ) | ||||||||
| (600,000 | ) | (3) | ||||||||||||
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| Total shareholders’ deficit |
(12,796,119 | ) | (1,052,800 | ) | (13,848,919 | ) | ||||||||
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| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit |
$ | 201,893,407 | $ | 20,000,000 | $ | 221,893,407 | ||||||||
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See Note to Pro Forma Unaudited Balance Sheet.
NOTE 1 – CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of CH4 Natural Solutions Corporation (the “Company”) as of May 8, 2026, adjusted for the closing of the underwriters’ partial exercise of their over-allotment option and related transactions, which closed on May 8, 2026, as described below.
On May 4, 2026, the Company consummated its initial public offering (“IPO”) of 20,000,000 units (the “units”). The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000. Each unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”) and one-half of one warrant (“public warrant”) of the Company. Each whole public warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Simultaneously with the closing of the IPO, the Company completed the private sale of 200,000 units (the “private placement units”) at a purchase price of $10.00 per private placement unit to CH4 Natural Solutions Acquisition Security Holdings, LLC generating gross proceeds to the Company of $2,000,000.
In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus for the IPO to purchase up to 3,000,000 additional units to cover over-allotments, if any. On May 6, 2026, the underwriters partially exercised their over-allotment option to purchase an additional 2,000,000 units at a purchase price of $10.00 per unit, generating additional gross proceeds of $20,000,000. The underwriters have 45 days from the date of the prospectus for the IPO to exercise the remainder of the over-allotment option.
A total of $20,000,000 of the net proceeds from the sale of the over-allotment option units was deposited in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), bringing the aggregate proceeds deposited in the Trust Account to $220,000,000.
Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option are as follows:
| Pro Forma Entries |
Debit ($) | Credit ($) | ||||||||
| (1) |
Cash held in trust account |
20,000,000 | ||||||||
| Class A ordinary shares subject to possible redemption |
19,079,600 | |||||||||
| Additional paid-in capital |
920,400 | |||||||||
| To record the sale of Underwriters’ over-allotment Units: 2,000,000 at $10.00/unit; par value of $0.0001 |
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| (2) |
Class A ordinary shares subject to possible redemption |
586,194 | ||||||||
| Additional paid-in capital |
13,806 | |||||||||
| Deferred underwriting fees payable |
600,000 | |||||||||
| To record deferred underwriting fees on the sale of over-allotment Units (3.0% of $20,000,000 in proceeds) |
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| (3) |
Accumulated deficit |
600,000 | ||||||||
| Advisory fees |
600,000 | |||||||||
| To record advisory fees on the sale of over-allotment Units (3.0% of $20,000,000 in proceeds) |
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| (4) |
Over-allotment option liability |
147,200 | ||||||||
| Accumulated deficit |
147,200 | |||||||||
| To record the write-off of two-third of the over-allotment option liability due to the exercise of two-third of the over-allotment option by the underwriters. The underwriters have 45 days from the date of the prospectus for the IPO to exercise the remaining portion of the over-allotment option. |
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| (5) |
Additional paid-in capital |
1,506,594 | ||||||||
| Class A ordinary shares subject to possible redemption |
1,506,594 | |||||||||
| To record accretion of ordinary shares subject to redemption to an amount of $10.00 per share. |
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