Verde Clean Fuels, Inc. — Director's Dealing 2022

Oct 26, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENAQ Energy Corp. (CENQU)
CIK: 0001841425
Period of Report: 2022-10-26

Reporting Person: CONNALLY JOHN B III (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-10-26	Class A Common Stock	C	3487500	—	Acquired	3487500	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-10-26	Class B Common Stock	$	C	3487500	Disposed		Class A Common Stock (3487500)	Indirect

Footnotes

F1: In accordance with the third amended and restated certificate of incorporation of CENAQ Energy Corp. ("CENAQ"), CENAQ Sponsor LLC elected to convert its shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis.

F2: The shares of Class B Common Stock were (i) convertible into shares of Class A Common Stock at CENAQ Sponsor LLC's election on a one-for-one basis and (ii) automatically convertible into shares of Class A Common Stock at the time of the closing of CENAQ's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights (which rights were waived by CENAQ Sponsor LLC in connection with CENAQ's proposed business combination), and had no expiration date.

F3: CENAQ Sponsor LLC is the record holder of the shares reported herein. John B. Connally III, J. Russell Porter and Michael J. Mayell are the members of the board of managers of CENAQ Sponsor LLC. Each of Messers. Connally, Porter and Mayell may be deemed to have or share beneficial ownership of the common stock held directly by CENAQ Sponsor LLC. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.