CENQ ENER Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Structure of the Business Combination
Pursuant to the Business Combination Agreement, at the closing of the business combination (the "Closing") on the date the business combination is consummated (the "Closing Date"):
(a) (i) CENAQ will contribute to OpCo (A) all of its assets (excluding its
interests in OpCo and the aggregate amount of cash proceeds required to
satisfy any exercise by stockholders of CENAQ of their redemption rights (the
"Redemption Rights") provided for in CENAQ's third amended and restated
certificate of incorporation, dated August 5, 2021 (the "Charter") (the
"Redemption Amount")), including, for the avoidance of doubt, an amount of
funds equal to (x) funds held in the trust account (the "Trust Account") (net
of the Redemption Amount), plus (y) net cash proceeds from the PIPE (as
defined below) or any amounts received from entering into additional
subscription agreements pursuant to the Business Combination Agreement (the
"Additional Financing"), plus (z) any cash held by CENAQ in any working
capital or similar account; and (B) 22,500,000 newly issued shares of Class C
common stock, par value $0.0001 per share (the "Class C Common Stock"), of
CENAQ (such shares, the "Holdings Class C Shares ") and (ii) in exchange
therefor, OpCo will issue to CENAQ a number of Class A common units of OpCo
(the "Class A OpCo Units") equal to the number of total shares of Class A
common stock, par value $0.0001 per share (the "Class A Common Stock" and,
together with the Class C Common Stock, the "Common Stock"), of CENAQ, issued
and outstanding immediately after the Closing (taking into account the PIPE
and following the exercise of the Redemption Rights) (such transactions, the
"SPAC Contribution"); and
(b) immediately following the SPAC Contribution, (i) Holdings will contribute to
OpCo 100% of the issued and outstanding limited liability company interests
of the Company and (ii) in exchange therefor, OpCo will transfer to Holdings
(A) 22,500,000 Class C common units of OpCo (the "Class
together with the Class A OpCo Units, the "OpCo Units") and (B) the Holdings
Class
In connection with Closing, CENAQ will change its name to
Each share of Class
1
Earn-Out
Following the Closing, and as additional consideration for the Holdings
Contribution, CENAQ will cause OpCo to transfer to Holdings up to 3,500,000
Class
If there is a Company Sale during the Earn Out Period pursuant to which CENAQ or its stockholders have the right to receive consideration implying a value per share of Class A Common Stock (as determined in good faith by the CENAQ Board) (as defined below) that is greater than or equal to the applicable price specified in Triggering Event I or Triggering Event II, any Earn Out Equity that has not previously transferred will be deemed to have been transferred immediately prior to the closing of such Company Sale, and Holdings will be eligible to participate in such Company Sale with respect to the Earn Out Equity deemed transferred on the same terms, and subject to the same conditions, as apply to the holders of Class A Common Stock generally. Upon consummation of a Company Sale, the Earn Out Period will terminate and Holdings will have no further right to receive or earn the Earn Out Equity other than in accordance with Triggering Event I or Triggering Event II, as applicable, with respect to such Company Sale.
Incentive Equity Plan
Prior to filing the definitive proxy statement, the board of directors of CENAQ (the "CENAQ Board") will approve and adopt an equity incentive plan (the "Incentive Equity Plan") in the form mutually agreed upon by the Company and CENAQ to be effective as of one day prior to the Closing Date. The Incentive Equity Plan will provide for an initial share reserve of 10% of the number of shares of Common Stock outstanding following the Closing. . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the issuance of shares of Class
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of Class A Common Stock in the PIPE is incorporated by reference herein. The PIPE Shares that may be issued in connection with the Subscription Agreements will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
8
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 to this Current Report on Form 8-K is the investor presentation relating to the business combination.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
Important Information About the Business Combination and Where to Find It
In connection with the proposed business combination, CENAQ will file with the
Participants in the Solicitation
CENAQ and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of CENAQ in connection with
the proposed business combination. The Company and its officers and directors
may also be deemed participants in such solicitation. Information about the
directors and executive officers of CENAQ is set forth in CENAQ's Annual Report
on Form 10-K filed with the
Forward-Looking Statements
The information included herein and in any oral statements made in connection
herewith include "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. All statements, other
than statements of present or historical fact included herein, regarding the
proposed business combination, CENAQ's and the Company's ability to consummate
the transaction, the benefits of the transaction, CENAQ's and the Company's
future financial performance following the transaction, as well as CENAQ's and
the Company's strategy, future operations, financial position, estimated
revenues and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used herein, including any oral
statements made in connection herewith, the words "could," "should," "will,"
"may," "believe," "anticipate," "intend," "estimate," "expect," "project," the
negative of such terms and other similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based on CENAQ's
and the Company's management's current expectations and assumptions about future
events and are based on currently available information as to the outcome and
timing of future events. Except as otherwise required by applicable law, CENAQ
and the Company disclaim any duty to update any forward-looking statements, all
of which are expressly qualified by the statements in this section, to reflect
events or circumstances after the date hereof. CENAQ and the Company caution you
that these forward-looking statements are subject to risks and uncertainties,
most of which are difficult to predict and many of which are beyond the control
of CENAQ and the Company. These risks include, but are not limited to, general
economic, financial, legal, political and business conditions and changes in
domestic and foreign markets; the inability of the parties to successfully or
timely consummate the proposed business combination or to satisfy the closing
conditions, including the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company; the risk that the approval of the
stockholders of CENAQ for the proposed business combination is not obtained; the
failure to realize the anticipated benefits of the proposed business
combination, including as a result of a delay in its consummation; the amount of
redemption requests made by CENAQ's stockholders; the occurrence of events that
may give rise to a right of one or both of CENAQ and the Company to terminate
the definitive agreements related to the proposed business combination; the
risks related to the growth of the Company's business and the timing of expected
business milestones; and the effects of competition on the Company's future
business. Should one or more of the risks or uncertainties described herein and
in any oral statements made in connection therewith occur, or should underlying
assumptions prove incorrect, actual results and plans could differ materially
from those expressed in any forward-looking statements. There may be additional
risks that neither CENAQ nor the Company presently know or that CENAQ and the
Company currently believe are immaterial that could cause actual results to
differ from those contained in the forward-looking statements. Additional
information concerning these and other factors that may impact CENAQ's
expectations and projections can be found in CENAQ's periodic filings with the
9
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Business Combination Agreement, dated as ofAugust 12, 2022 , by and among the Company, CENAQ, Holdings, OpCo and Sponsor. 10.1 Sponsor Agreement, dated as ofAugust 12, 2022 , by and among the Company, CENAQ, Holdings and Sponsor. 10.2 Underwriters Letter, dated as ofAugust 12, 2022 , by and among the Company, CENAQ, Holdings and the underwriters. 10.3 Form of Subscription Agreement. 10.4 Subscription Agreement, dated as ofAugust 12, 2022 , by and betweenCENAQ and Arb Clean Fuels Management LLC . 10.5 Lock-Up Agreement, dated as ofAugust 12, 2022 . 99.1 Press Release, datedAugust 12, 2022 . 99.2 Investor Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Item 601(a)(5) of Regulation S-K. CENAQ agrees to furnish supplementally a
copy of any omitted exhibit or schedule to the
10
© Edgar Online, source
