CENAQ Energy Corp. (CENQ) Warns PIPE Investors Fall Short
by Marlena Haddad on 2022-12-30 at 10:22am

CENAQ Energy Corp. (NASDAQ:CENQ) in an 8-K filing gave an update this morning that its investors have not yet been able to raise the full $80 million PIPE that was initially intended at its deal announcement.

In connection to CENAQ’s business combination with gasoline supplier Bluescape Clean Fuels on August 12, the SPAC entered into subscription agreements with each of its new PIPE investors, which agreed to purchase an aggregate of 8,000,000 PIPE shares at $10.00 per share for an aggregate purchase price of $80 million. The PIPE is led by Arb Clean Fuels Management LLC and Bluescape Holdings.

Of the $80 million in commitments, Bluescape Holdings previously agreed to purchase 800,000 shares for an aggregate commitment of $8 million and Arb agreed to purchase 7,000,000 shares for a commitment of $70 million. However, this is provided, that, to the extent the funds in the trust, after redemptions, exceed its threshold of $17,420,000, each $10.00 increment of such excess funds will reduce Arb’s commitment by $10.00 up to a maximum reduction of $20 million.

Arb previously notified CENAQ in November that it had raised financing to purchase only 5,000,000 PIPE Shares for an aggregate of $50 million, out of its full commitment of 7,000,000 PIPE Shares for an aggregate of $70 million.

As of today, Arb has notified CENAQ that it has received non-binding commitments to purchase only 3,000,000 PIPE shares for an aggregate of $30 million. But, Arb intends to continue focusing on raising further funds necessary to purchase its full commitment.

Cenaq warned that if Arb does not fund its full commitment in accordance with the terms of its subscription agreement, the SPAC may not be able to satisfy its closing condition of having at least $80 million in gross proceeds from its PIPE in order to complete its business combination.

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, which is expected to occur in the first quarter of 2023, the combined company will be named Verde Clean Fuels, Inc. (“VCF”).

 

Recent Posts
by Kristi Marvin on 2025-05-03 at 10:02am

Terms Tracker for the Week Ending May 2, 2025 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. April wrapped with some real momentum. Over the course of the month, 19 SPACs filed new S-1s, while 12 IPOs priced. Furthermore, nine deal announcements...

by Nicholas Alan Clayton on 2025-05-02 at 3:21pm

ProCap Acquisition Corp. (NASDAQ:PCAPU) has filed for a $200 million SPAC to hunt for a fintech or financial services target. The new S-1 filing was BTIG’s second of the week after a two-month break, bringing its 2025 new SPAC filings to five and the bank has so far managed to IPO five SPACs as well....

by Nicholas Alan Clayton on 2025-05-02 at 12:09pm

MSM Frontier Capital Acquisition Corp. (NASDAQ:MSMUU) has filed for a $225 million SPAC to search for a infrastructure target in Africa. The new SPAC will head out on this expedition with a trust that is not overfunded and units that each contain one right to a 1/8 share. It will also have 24 months to...

by Nicholas Alan Clayton on 2025-05-02 at 8:25am

At the SPAC of Dawn This action-packed week in SPACs comes to an end with three more SPACs launching their IPOs, bringing it to nine on the week. And, the crypto strategy that SPACInsider noticed becoming increasingly popular among de-SPACs earlier this year has continued to gain steam. This week, edtech firm Classover (NASDAQ:KIDZ), fresh...

by Nicholas Alan Clayton on 2025-05-02 at 7:00am

Cartesian Growth Corporation III (NASDAQ:CGCT) announced the pricing of its upsized $240 million IPO and its shares are expected to begin trading on the Nasdaq under the symbol “CGCT”, Friday, May 2, 2025. The new SPAC intends to combine with a closely held private company ready to make the jump to being a market-leading transnational...

logo

Copyright © 2025 SPACInsider, Inc. All Rights Reserved