Item 8.01 Other Events.
On
CENAQ may elect to extend the period to consummate an initial business
combination for another three months from
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Important Information About the Business Combination and Where to Find It
In connection with the proposed business combination, CENAQ has filed 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 shareholders of CENAQ in connection with
the proposed transaction. Bluescape 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 of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than statements of
present or historical fact included herein, regarding the proposed business
combination, CENAQ's and Bluescape's ability to consummate the transaction, the
benefits of the transaction, CENAQ's and Bluescape's future financial
performance following the transaction, as well as CENAQ's and Bluescape'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 and Bluescape
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 Bluescape
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 Bluescape 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
Bluescape. 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 transactions 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 transactions is not obtained; the failure to realize the
anticipated benefits of the proposed transactions, 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 Bluescape to terminate the definitive agreements related to
the proposed business combination; the risks related to the growth of
Bluescape's business and the timing of expected business milestones; and the
effects of competition on Bluescape'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
Bluescape presently know or that CENAQ and Bluescape 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
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 99.1 Press Release datedAugust 12, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
© Edgar Online, source