What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2022-03-30 · 30 added, 56 removed, 9 unchanged (91% of the section changed)

2 unchanged sentences

Market Information

Our units, public shares and public warrants are each traded on the

NASDAQ Stock Market under the symbols “CENQU,” “CENQ” and “CENQW,” respectively.

Our units commenced

public trading on August 13, 2021, and our public shares and public warrants commenced separate public trading on October 4, 2021.

Class B common stock is not listed on any exchange.

On March 18, 2022, there was one holder of record

of our units, three holders of record of our Class A common stock, nineteen holders of record of our Class B common stock and four holders

of record of our warrants.

The number of holders of

record does not include a substantially greater number of “street name’ holders or beneficial holders whose units, Class

A common stock and public warrants are held of record by banks, brokers and other financial institutions.

We have not paid any cash

dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general

financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent to our

initial business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors

CENAQ’s units, public shares and public

warrants were each historically traded on the NASDAQ Stock Market under the symbols “CENQU,” “CENQ” and “CENQW,”

respectively.

On February 15, 2023, the units automatically separated into the component securities and, as a result, no longer trade

as a separate security.

On February 16, 2023, the Verde Clean Fuels Class A Common Stock and Verde Clean Fuels public warrants began trading

on Nasdaq under the new trading symbols of “VGAS” and “VGASW,” respectively, in lieu of the Class A common stock

and warrants of CENAQ.

Following the completion of the Business Combination,

including the redemption of public shares as described above, the consummation of the PIPE Investment, and the separation of the former

CENAQ units, the Company had 9,358,620 shares of Class A Common Stock outstanding that were held of record by 28 holders, 22,500,000

shares of Class C Common Stock outstanding that were held of record by one holder, and no shares of preferred stock outstanding.

On March 31, 2023, there were 28 holders of

record of our Class A Common Stock, one holder of record of our Class C Common Stock and two holders of record of our warrants.

a substantially greater number of beneficial owners hold shares of common stock or warrants through brokers, banks or other nominees.

The Company has never declared or paid any cash

dividends and does not presently plan to pay cash dividends in the foreseeable future.

The payment of cash dividends in the future will

be dependent upon our revenues and earnings, if any, capital requirements and general financial condition.

The payment of any cash dividends

will be within the discretion of the Company’s board of directors at such time.

In addition, the Company’s board of directors

is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any

indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants

we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity

Compensation Plans

As of December 31, 2022, CENAQ did not have any

securities authorized for issuance under equity compensation plans.

In connection with the Business Combination, CENAQ’s stockholders

approved the Verde Clean Fuels, Inc.

2023 Omnibus Incentive Plan (the “2023 Plan”), which became effective immediately upon

the closing of the Business Combination.

Recent Sales of Unregistered Securities

None other than as previously reported.

Purchases of Equity Securities by the Issuer

and Affiliated Purchasers

Use of Proceeds from the Initial Public Offering

On August 17, 2021, we consummated our initial

public offering of 15,000,000 Units.

Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and three-quarters

of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one whole share of Class A Common Stock at an exercise

price of $11.50 per share.

The Units were sold at a price of $10.00 per unit, generating gross proceeds of $150,000,000.

The securities sold in the offering were registered

under the Securities Act on a registration statement on Form S-1 (No.

The SEC declared the registration statement

effective on August 12, 2021.

On August 17, 2021, simultaneously with the consummation

of the IPO, we completed the private sale of 6,000,000 warrants at a purchase price of $1.00 per Private Placement Warrant, to our sponsor,

CENAQ Sponsor, LLC, and the Underwriters, generating gross proceeds to the Company of $6,000,000.

A total of $ 174,225,000 of the proceeds from

the IPO and the Private Placement have been placed in a U.S.-based trust account at Bank of America maintained by Continental Stock Transfer

& Trust Company, acting as trustee.

On August 19, 2021, we consummated the sale of

additional 2,250,000 Units that were subject to the underwriters’ over-allotment option at $10.00 per Unit, generating gross proceeds

of $22,500,000.

Simultaneously with the closing of the sale of additional units, we consummated the sale of an additional 675,000 private

Warrants, generating total proceeds of $675,000.

Following the closing of the over-allotment option and sale of additional private Warrants,

an aggregate amount of $174,225,000 has been placed in the trust account established in connection with the IPO.

The net proceeds of the Initial Public Offering

(including the Over-Allotment) and certain proceeds from the sale of the Private Placement Warrants may be invested in U.S.

treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under

the Investment Company Act which invest only in direct U.S.

government treasury obligations.

The proceeds are after deducting $3,450,000 in

underwriting discounts and commissions and an aggregate amount of $1,500,000 to pay fees and expenses in connection with the closing

of the IPO and for working capital following the closing of the IPO.

There has been no material change in the planned

use of proceeds from our offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b) related to the Initial

Public Offering.

None other than as previously reported.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity