Bluescape Clean Fuels, LLC signed a definitive agreement to acquire CENAQ Energy Corp. from CENAQ Sponsor LLC and others for approximately $260 million in a reverse merger transaction.
The deal is subject to the approval of the shareholders of CENAQ, the consummation of the business combination under the HSR Act shall have expired or been terminated, the shares of Class A Common Stock shall be listed on Nasdaq, CENAQ shall have at least $5,000,001 of net tangible assets and other customary closing conditions. The transaction has been unanimously approved by the Board of Managers of BCF and by the Board of Directors of CENAQ. CENAQ intends to file a proxy statement in connection with the Business Combination with the U.S. Securities and Exchange Commission (SEC) prior to August 16, 2022, and accordingly, the period of time by which CENAQ is required to complete its initial business combination will be automatically extended to November 16, 2022. The transaction is expected to close during the first quarter of 2023. As of November 15, 2022, CENAQ has extended date to consummate a business combination by an additional three-month period from November 17, 2022 to February 16, 2023. On January 4, 2023, the transaction has been approved by the shareholders of CENAQ.
Imperial Capital is serving as financial advisor to CENAQ. Mark Kelly, Jason McIntosh, Lina Dimachkieh, David D'Alessandro, Shane Tucker, Dario Mendoza, Matt Dobbins, Sean Becker, Rajesh Patel, Hill Wellford, Scot Dixon, Damien Lyster and Crosby Scofield of Vinson & Elkins L.L.P. is serving as legal counsel to CENAQ. Sean Wheeler, Debbie Yee, Jhett R. Nelson, Anne G. Peetz, David Wheat, William Dong, Robert Fowler and Cephas Sekhar of Kirkland& Ellis LLP is serving as legal counsel to BCF. Doug Getten of Baker Botts L.L.P. is acting as legal counsel to Imperial Capital. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to CENAQ. Morrow Sodali LLC acted as proxy solicitor to CENAQ, and CENAQ agreed to pay fees of $30,000 to Morrow Sodali LLC for proxy solicitation services. Vinson & Elkins LLP acted as due diligence provider to CENAQ.