Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 4, 2023, CENAQ Energy Corp., a Delaware corporation (the "Company" or
"CENAQ"), convened a special meeting of stockholders (the "Special Meeting"). At
the Special Meeting, the Company's stockholders voted on the proposals set forth
below, each of which is described in greater detail in the definitive proxy
statement (File No. 001-40743) filed by the Company with the U.S. Securities and
Exchange Commission on November 10, 2022.
There were 21,752,250 shares of common stock issued and outstanding at the close
of business on November 7, 2022, the record date (the "Record Date") for the
Special Meeting. At the Special Meeting, there were 17,172,959 shares present
either by proxy or online, representing approximately 78.95% of the total
outstanding shares of the Company's common stock as of the Record Date.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The Business Combination Proposal
The stockholders (a) approved and adopted the Business Combination Agreement and
Plan of Reorganization, dated as of August 12, 2022 (the "Business Combination
Agreement"), among CENAQ, Verde Clean Fuels OpCo, LLC, a Delaware limited
liability company and a wholly owned subsidiary of CENAQ ("OpCo"), Bluescape
Clean Fuels Holdings, LLC, a Delaware limited liability company ("Holdings"),
Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability
company ("Intermediate"), and CENAQ Sponsor LLC (solely with respect to Section
6.18 thereto), pursuant to which (i) (A) CENAQ will contribute to OpCo (1) all
of its assets (excluding its interests in OpCo and the aggregate amount of cash
required to satisfy any exercise by CENAQ stockholders of their redemption
rights ("Redemption Rights") pursuant to CENAQ's third amended and restated
certificate of incorporation (the "Charter")) and (2) 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 (B) in
exchange therefor, OpCo will issue to CENAQ a number of Class A common units of
OpCo equal to the number of total shares of Class A common stock, par value
$0.0001 per share (the "Class A Common Stock"), of CENAQ issued and outstanding
immediately after the closing (the "Closing") of the transactions (the
"Transactions") contemplated by the Business Combination Agreement (taking into
account the private offering of securities of Verde Clean Fuels, Inc. to certain
investors in connection with the business combination (the "PIPE Financing") and
following the exercise of Redemption Rights) (such transactions, the "SPAC
Contribution") and (ii) immediately following the SPAC Contribution, (A)
Holdings will contribute to OpCo 100% of the issued and outstanding limited
liability company interests of Intermediate and (B) in exchange therefor, OpCo
will transfer to Holdings (1) 22,500,000 Class C common units (the "Class C OpCo
Units") of OpCo and the Holdings Class C Shares (such transactions, the
"Holdings Contribution" and, together with the SPAC Contribution, the "business
combination") and (b) approved the business combination and the Transactions
(the "Business Combination Proposal"). The voting results were as follows:
Votes For Votes Against Abstentions
15,626,856 1,546,103 0
Proposal No. 2 - The Charter Proposal
The stockholders approved and adopted the fourth amended and restated
certificate of incorporation (the "Proposed Fourth A&R Charter"), which will
take effect upon Closing (the "Charter Proposal"). The voting results were as
follows:
Votes For Votes Against Abstentions
15,647,069 1,525,890 0
In addition to the approval of the Proposed Fourth A&R Charter, the stockholders
approved six proposals, on a non-binding advisory basis, which were presented
separately to give stockholders the opportunity to present their separate views
on certain corporate governance provisions in the Proposed Fourth A&R Charter:
Proposal No. 2A - Provisions Specific to Authorized Share Capital
The proposal to increase the number of authorized shares of CENAQ's capital
stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (a)
220,000,000 shares of common stock, including 200,000,000 shares of Class A
Common Stock and 20,000,000 shares of Class B common stock, par value $0.0001
per share, and (b) 1,000,000 shares of preferred stock, to 376,000,000 shares,
consisting of (i) 350,000,000 shares of Class A Common Stock, (ii) 25,000,000
shares of Class C Common Stock and (iii) 1,000,000 shares of preferred stock,
was approved. The voting results were as follows:
Votes For Votes Against Abstentions
15,647,069 1,525,890 0
Proposal No. 2B - Provisions Specific to Special Purpose Acquisition Companies
The proposal to remove certain provisions in the Charter relating to CENAQ's
initial business combination and provisions applicable only to blank check
companies that will no longer be applicable to CENAQ following the Closing was
approved. The voting results were as follows:
Votes For Votes Against Abstentions
15,626,856 1,525,890 20,213
Proposal No. 2C - Stockholders' Ability to Call Special Meetings and Act by
Written Consent
The proposal to allow stockholders to call special meetings and act by written
consent until such time that Verde Clean Fuels, Inc. ("Verde Clean Fuels") is no
longer a "Controlled Company" pursuant to the Nasdaq Capital Market Listing Rule
5615(c)(1) was approved. The voting results were as follows:
Votes For Votes Against Abstentions
13,389,104 3,783,855 0
Proposal No. 2D - Changes in Connection with the Corporate Opportunity Doctrine
The proposal to absolve certain Verde Clean Fuels stockholders from certain
competition and corporate opportunities obligations was approved. The voting
results were as follows:
Votes For Votes Against Abstentions
15,626,856 1,525,890 20,213
Proposal No. 2E - Limitation of Liability for Officers
The proposal to allow officers of Verde Clean Fuels to be exculpated from
personal monetary liability pursuant to the General Corporation Law of the State
of Delaware was approved. The voting results were as follows:
Votes For Votes Against Abstentions
15,626,856 1,546,103 0
Proposal No. 2F - Voting Rights
The proposal to provide that holders of Class A Common Stock and holders of
Class C Common Stock will vote together as a single class on all matters, except
as required by law or by our Proposed Fourth A&R Charter was approved. The
voting results were as follows:
Votes For Votes Against Abstentions
14,784,249 2,368,497 20,213
Proposal No. 3 - The Nasdaq Proposal
The stockholders approved, for purposes of complying with applicable listing
rules of the Nasdaq Capital Market, (a) the issuance of 22,500,000 shares of
Class C Common Stock pursuant to the Business Combination Agreement, (b) the
issuance of 22,500,000 shares of Class A Common Stock upon the exchange of the
Class C OpCo Units, together with an equal number of shares of Class C Common
Stock, for shares of Class A Common Stock pursuant to the amended and restated
limited liability company agreement of OpCo and the Proposed Fourth A&R Charter
and (c) the issuance and sale of 8,000,000 shares of Class A Common Stock in the
PIPE Financing (the "Nasdaq Proposal"). The voting results were as follows:
Votes For Votes Against Abstentions
15,647,069 1,525,890 0
Proposal No. 4 - The 2023 Plan Proposal
The stockholders approved and adopted the Verde Clean Fuels, Inc. 2023 Omnibus
Incentive Plan (the "2023 Plan Proposal"). The voting results were as follows:
Votes For Votes Against Abstentions
13,192,933 3,959,813 20,213
Proposal No. 5 - The Director Election Proposal
The stockholders elected Graham van't Hoff and Duncan Palmer to serve as Class I
directors until the first annual meeting of stockholders, Curtis Hébert, Jr. and
Ron Hulme to serve as Class II directors until the second annual meeting of
stockholders and Dail St. Claire, Martijn Dekker and Jonathan Siegler to serve
as Class III directors until the third annual meeting of stockholders, and until
their respective successors are duly elected and qualified, subject to such
directors' earlier death, resignation, retirement, disqualification or removal
(the "Director Election Proposal"). The voting results were as follows:
Nominee Votes For Withheld
Curtis Hébert Jr. 15,471,112 1,701,847
Graham van't Hoff 15,471,112 1,701,847
Ron Hulme 15,471,112 1,701,847
Duncan Palmer 15,471,112 1,701,847
Jonathan Siegler 15,471,112 1,701,847
Dail St. Claire 15,471,112 1,701,847
Martijn Dekker 15,471,112 1,701,847
Proposal No. 6 - The Adjournment Proposal
The stockholders approved the adjournment of the Special Meeting to a later date
or dates, if necessary or appropriate, to permit further solicitation and vote
of proxies in the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Business Combination Proposal, the Charter
Proposal, the Nasdaq Proposal, the 2023 Plan Proposal or the Director Election
Proposal was approved. The voting results were as follows:
Votes For Votes Against Abstentions
15,647,069 1,525,890 0
Item 8.01. Other Events.
The Closing is subject to the satisfaction or waiver of a number of conditions
set forth in the Business Combination Agreement. As of the date of the Special
Meeting, certain conditions are not yet satisfied. The Closing is expected to
occur once all such conditions are satisfied or waived. Following the
consummation of the Transactions, the common stock and warrants of Verde Cleans
Fuels will continue to trade on the Nasdaq Capital Market under the new symbols
"VGAS" and "VGASW," respectively.
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