Bluescape Clean Fuels, LLC executed a letter of intent to acquire CENAQ Energy Corp. (NasdaqCM:CENQ) from a group of shareholders in a reverse merger transaction on December 16, 2021. Bluescape Clean Fuels, LLC signed a definitive agreement to acquire CENAQ Energy Corp. from a group of shareholders for approximately $260 million in a reverse merger transaction on August 12, 2022. The business combination values BCF at an implied $280 million enterprise value and a pro forma equity value of approximately $500 million, assuming no redemptions. Bluescape will receive shares of Verde Clean Fuels as consideration. As per the terms of the transaction, will contribute to CENAQ 100% of the issued and outstanding limited liability company interests of CENAQ and (ii) in exchange therefor, CENAQ will transfer to Bluescape (A) 22,500,000 Class C common units of CENAQ and (B) Bluescape Class C Shares. Following the Closing, and as additional consideration for the Bluescape Contribution, CENAQ to transfer to Holdings up to 3,500,000 Class C CENAQ Units. In connection with the transaction, investors led by Arb Clean Fuels Management LLC and Bluescape have committed to invest $80 million in a private placement of CENAQ's Class A common stock at $10.00 per share immediately prior to the closing of the Business Combination. The proceeds will be used to fundVerde Clean Fuels' initial facility as well as future renewable gasoline facilities currently under development. The economic ownership structure following the Business Combination is expected to be approximately: 46.5% Bluescape Holdings, 10.4% PIPE shareholders (other than Bluescape Holdings), 36.1% CENAQ public shareholders and 7.0% CENAQ's sponsor, CENAQ Sponsor LLC. Upon closing of the Business Combination, the combined company will be named Verde Clean Fuels, Inc. (“Verde Clean Fuels”), and is expected to become publicly listed on the NASDAQ under the symbol “VGAS.”

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.