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CENAQ Energy Corp. (CNAQ) Adds $24M PIPE, Completes Bluescape Clean Fuels Deal
by Marlena Haddad on 2023-02-14 at 5:48pm

CENAQ Energy Corp. (NASDAQ:CNAQ) announced in an 8-K this afternoon that it has entered into a PIPE agreement with a number of new investors, adding $24 million to its combination with gasoline supplier Bluescape Clean Fuels.

The new PIPE draws from Cottonmouth Ventures LLC, a wholly-owned subsidiary of Diamondback Energy, Inc., and a European-based clean technology fund. The closing of the agreement is contingent upon CENAQ’s completion of its business combination with Bluescape.

In connection with the new agreement with Cottonmouth, CENAQ entered into an Equity Participation Right Agreement with the investor. Under this, the combined company will grant Cottonmouth the right to participate between 50% to 65% in the ownership of certain future project facilities through December 31, 2043. This will also allow the combined company to participate in future project facilities from Cottonmouth. Additionally, the combined company has granted certain contractual preemptive rights to Cottonmouth relating to the sale of equity securities for five years.

This new PIPE comes after Arb Clean Fuels lowered its original commitment amount from 8 million shares for $80 million to 1.5 million shares for $15 million and removed the reduction option from the agreement. Certain investors associated with Arb Clean Fuels agreed to purchase shares at the per share redemption price of approximately $10.31 per share for at least $14,250,000 from CENAQ’s redeeming stockholders.

But, since the Arb investors purchased common stock for an amount equal to or greater than $14.25 million, the parties terminated the subscription agreement on February 14.

Additionally, CENAQ and an original PIPE investor who agreed to purchase 200,000 shares for $2 million also agreed to terminate the agreement since the investor purchased 387,973 shares at the per share redemption price and for approximately $4 million from redeeming stockholders.

The SPAC held its shareholder meeting to complete its combination with Bluescape on January 4, but did not release details on the vote until today’s filing. Stockholders holding 15,403,880 shares of Class A Common Stock exercised their right to redeem, resulting in a loss of $158,797,475.52, or approximately $10.31 per share, from the trust.

Nonetheless, the business combination is expected to close on or around February 15 and will trade on the Nasdaq under the new ticker symbol “VGAS”. The combined company is expected to receive the remaining funds from the trust account, along with the $32 million from the original PIPE and the new PIPE, resulting in proceeds of approximately $51 million.

CENAQ originally announced its $280 million combination with Bluescape Clean Fuels in August 2022. Dallas, Texas-based Bluescape Clean Fuels turns waste feedstocks into renewable gasoline, allowing consumers to reduce their carbon footprint. Upon closing of the Business Combination, the combined company will be named Verde Clean Fuels, Inc. (“VCF”).

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