8-K - VGAS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 1, 2021

CENAQEnergy Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-40743	85-1863331
(State<br> or other jurisdiction of<br><br> incorporation)	(Commission<br> File Number)	(I.R.S.<br> Employer Identification No.)
550 Post Oak Place Dr.,<br><br> <br>Suite 300, Houston, Texas	77027
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(Address<br> of Principal Executive Offices)	(Zip<br> Code)

(713)820-6300

(Registrant’s telephone number, including area code)

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

☐	Written<br>communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencements<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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,<br> each consisting of one share of Class A common stock and three-quarters of one warrant	CENQU	The<br> NASDAQ Stock Market LLC
Class<br> A common stock, par value $0.0001 per share	CENQ	The<br> NASDAQ Stock Market LLC
Warrants,<br> each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	CENQW	The<br> 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 (§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. ☒

Item8.01 Other Events.

On October 1, 2021, CENAQ Energy Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units may elect to separately trade the shares of Class A common stock and warrants included in the units commencing on October 4, 2021. Those units not separated will continue to trade on the NASDAQ Stock Market LLC (“NASDAQ”) under the symbol “CENQU,” and each of the shares of Class A common stock and warrants that are separated will trade on the NASDAQ under the symbols “CENQ” and “CENQW,” respectively.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description of Exhibits
99.1	Press Release, dated October 1, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
Date:<br> October 1, 2021	By:	/s/<br> J. Russell Porter
	Name:	J.<br> Russell Porter.
	Title:	Chief<br> Executive Officer

Exhibit 99.1

October 1, 2021

CENAQ Energy Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing October 4, 2021

CENAQ Energy Corp. (NASDAQ: CENQU) (the “Company”) announced that, commencing October 4, 2021, holders of the units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the shares of Class A common stock and warrants included in the Units. The shares of Class A common stock and warrants that are separated will trade on the NASDAQ Stock Market, LLC (“NASDAQ”) under the ticker symbols “CENQ” and “CENQW,” respectively. Those Units not separated will continue to trade on NASDAQ under the ticker symbol “CENQU.”

The Units were initially offered by the Company in an underwritten offering. Imperial Capital, LLC and I-Bankers Securities, Inc. acted as book runners for the offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and became effective on August 12, 2021.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT CENAQ ENERGY CORP.

CENAQ Energy Corp. is a newly organized blank check formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. While the Company reserves the right to pursue an acquisition opportunity in any business or industry, CENAQ intends to identify, acquire, and operate a business in the energy industry in North America. CENAQ is led by energy industry veterans John B. Connally III (Chairman), J. Russell Porter (CEO) and Michael J. Mayell (President and CFO).

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.