CENAQ Sponsor LLC Amends Verde Clean Fuels Stake

TL;DR

**CENAQ Sponsor LLC updated its ownership in Verde Clean Fuels, Inc. as of year-end 2023.**

AI Summary

CENAQ Sponsor LLC, a Delaware-organized entity, filed an amendment to its Schedule 13G on January 23, 2024, indicating its beneficial ownership of Class A Common Stock in Verde Clean Fuels, Inc. as of December 31, 2023. This filing, an amendment to a previous disclosure, updates the public record on CENAQ Sponsor LLC's stake in Verde Clean Fuels, Inc. This matters to investors because it provides transparency into the ownership structure of Verde Clean Fuels, Inc., showing that a significant early investor group continues to hold a position, which can signal confidence or potential future actions.

Why It Matters

This filing updates the public record on a significant investor's holdings, offering transparency into who owns a substantial portion of Verde Clean Fuels, Inc. and potentially influencing investor sentiment.

Risk Assessment

Risk Level: low — This is a routine amendment filing that provides updated ownership information and does not indicate any immediate negative or positive financial risk.

Analyst Insight

A smart investor would note that CENAQ Sponsor LLC, an early investor group, continues to hold a position in Verde Clean Fuels, Inc. and would monitor future filings for changes in their ownership, as significant increases or decreases could signal their evolving confidence in the company.

Key Players & Entities

• CENAQ Sponsor LLC (company) — the entity filing the SC 13G/A amendment
• Verde Clean Fuels, Inc. (company) — the subject company whose securities are being reported
• J. RUSSELL PORTER (person) — a group member associated with the filing
• JOHN B. CONNALLY III (person) — a group member associated with the filing
• MICHAEL MAYELL (person) — a group member associated with the filing
• Delaware (company) — place of organization for CENAQ Sponsor LLC
• $0.0001 (dollar_amount) — par value per share of Class A Common Stock

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class Securities)

Filing Documents

• ea191997-13ga1cenaq_verde.htm (SC 13G/A) — 96KB
• 0001213900-24-005405.txt ( ) — 97KB

(a). NAME OF ISSUER

Item 1(a). NAME OF ISSUER: Verde Clean Fuels, Inc. (the “Issuer”)

(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: 600 Travis Street, Suite 5050, Houston, Texas 77002

(a). NAME OF PERSON FILING

Item 2(a). NAME OF PERSON FILING: This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities and persons, all of whom are together referred to herein as the “Reporting Persons”: (i) CENAQ Sponsor LLC; (ii) John B. Connally III; (iii) J. Russell Porter; and (iv) Michael Mayell. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.

(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 4550 Post Oak Place Dr., Suite 300, Houston, Texas 77027

(c). CITIZENSHIP

Item 2(c). CITIZENSHIP: (i) CENAQ Sponsor LLC – Delaware; (ii) John B. Connally III – United States; (iii) J. Russell Porter – United States; and (iv) Michael Mayell – United States.

(d). TITLE OF CLASS OF SECURITIES

Item 2(d). TITLE OF CLASS OF SECURITIES: Class A Common Stock, par value $0.0001 per share

(e). CUSIP NUMBER

Item 2(e). CUSIP NUMBER: 923372 106 CUSIP No. 923372 106 Page 7 of 9

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable.

OWNERSHIP

Item 4. OWNERSHIP. The information required by Item 4 is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following . As of the date hereof, John B. Connally III and Michael J. Mayell have ceased to be the beneficial owners of more than 5 percent of the outstanding shares of Class A Common Stock of the Issuer.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Not applicable.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable.

NOTICE OF DISSOLUTION OF GROUP

Item 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable.

CERTIFICATION

Item 10. CERTIFICATION. Not applicable. CUSIP No. 923372 106 Page 8 of 9 EXHIBIT INDEX Exhibit No. Description 99.1 Joint Filing Agreement among John B. Connally III, J. Russell Porter, Michael Mayell and CENAQ Sponsor LLC regarding filing of Schedule 13G, dated May 25, 2022 CUSIP No. 923372 106 Page 9 of 9

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned do hereby certify that the information set forth in this statement is true, complete and correct. Date: January 22, 2024 CENAQ SPONSOR LLC By: /s/ J. Russell Porter Name: J. Russell Porter Title: Chief Executive Officer JOHN B. CONNALLY III /s/ John B. Connally III Name: John B. Connally III J. RUSSELL PORTER /s/ J. Russell Porter Name: J. Russell Porter MICHAEL MAYELL /s/ Michael Mayell Name: Michael Mayell

View Full Filing

View this SC 13G/A filing on SEC EDGAR