IPO and Financial Proceeds - The company completed its IPO on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit[22]. - An additional $22.5 million was generated from the underwriters exercising their over-allotment option, bringing total gross proceeds to $172.5 million[27]. - The trust account initially holds $174,225,000 available for a business combination, equating to $10.10 per unit before any underwriting commissions and expenses[57]. - The net proceeds from the IPO and private placement warrants available outside the trust account are approximately $600,000, which may not be sufficient for operations over the next 12 months[161]. - Offering expenses totaled $576,438, which did not exceed the estimated $900,000, allowing for an increase in available funds outside the trust account[161]. Business Combination Strategy - The company has identified potential business combination targets in the energy sector, focusing on energy transition and renewable fuels industries[21]. - The company plans to focus on acquiring assets that are underperforming due to capital starvation or other market dislocations, aiming for attractive risk-adjusted returns[39]. - The company aims to leverage relationships with management teams and financial institutions to identify numerous business combination opportunities[38]. - The company intends to conduct comprehensive due diligence on potential targets, leveraging the management team's experience in the energy sector[45]. - The company may pursue opportunities with entities where officers or directors have fiduciary obligations, potentially allowing co-investment during the initial business combination[50]. Management and Experience - The management team has over 170 years of combined experience in forming, financing, and operating public and private oil and gas companies[31]. - The CEO has previously led the acquisition of over 150 oil and gas properties, with a net production of 18,500 BOPD and 146 MMCFD at the time of acquisition[34]. - The management team has a proven track record of executing transactions under varying economic conditions, enhancing the attractiveness of potential target businesses[36]. - The company is dependent on a relatively small group of individuals, particularly its officers and directors, for its operations, and their loss could adversely affect the company's ability to operate[203]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to benefit from reduced reporting requirements until it reaches $1.07 billion in annual gross revenue or other specified thresholds[55]. - The company may remain a "smaller reporting company" until the market value of its common stock held by non-affiliates exceeds $250 million or annual revenues exceed $100 million[56]. - Stockholder approval is required for mergers involving the company if shares issued equal or exceed 20% of Class A common stock outstanding[69]. - The company must ensure that net tangible assets remain above $5,000,001 to avoid being classified as a "penny stock" under SEC rules[92]. - The company is subject to NASDAQ's initial listing requirements, which include maintaining a stock price of at least $4.00 per share[142]. Redemption Rights and Stockholder Approval - The anticipated redemption price for public stockholders is approximately $10.10 per share, based on the trust account balance[76]. - Public stockholders can redeem shares either through a stockholder meeting or a tender offer, with a minimum notice period of 10 days[77]. - If stockholder approval is sought, a majority of outstanding shares must vote in favor for the business combination to proceed[81]. - Redemption rights are limited to 15% of shares sold in the IPO for any single stockholder or group acting in concert[83]. - The company will not redeem shares if it would cause net tangible assets to fall below $5,000,001[82]. Risks and Challenges - The company acknowledges the risks of depending on a single business for future performance post-combination, which may expose it to economic and regulatory challenges[65]. - The company may face challenges in completing its initial business combination due to limited resources and significant competition[116]. - The ongoing COVID-19 pandemic may materially adversely affect the company's search for a business combination and the status of debt and equity markets, potentially limiting travel and meetings necessary for negotiations[153]. - The ability to raise equity and debt financing may be impacted by COVID-19, leading to increased market volatility and decreased liquidity, which could adversely affect the company's financing capabilities[154]. - The company faces intense competition from other blank check companies and private equity groups in identifying target businesses[107]. Financial Condition and Future Outlook - The company has no operating history and has generated no revenues to date[114]. - As of December 31, 2021, the company had $505,518 in cash and working capital of $487,083, raising substantial doubt about its ability to continue as a going concern[194][195]. - The company’s balance sheet reflects negative stockholders' equity, indicating potential financial instability[120]. - The company may incur write-downs or other charges post-business combination that could negatively impact financial condition and stock price, potentially leading to losses for investors[162]. - If the initial business combination is not completed, public stockholders may receive approximately $10.10 per share on liquidation of the trust account, which could be less in certain circumstances[201]. Conflicts of Interest - Conflicts of interest may arise as officers and directors may be affiliated with entities engaged in similar business activities, affecting their allocation of time and business opportunities[212]. - The company may engage in a business combination with target businesses affiliated with its sponsor, officers, or directors, which could raise potential conflicts of interest[216]. - The management team may negotiate employment or consulting agreements with a target business, which could create conflicts of interest in determining the most advantageous business combination[208]. Additional Financing and Share Issuance - The company may seek additional funds through private offerings of debt or equity securities in connection with the business combination[60]. - The company may issue additional shares of common stock or preferred stock to complete its initial business combination, which could dilute existing shareholders' interests[196]. - The company may attempt to complete multiple business combinations simultaneously, which could complicate operations[120]. - The issuance of additional shares could cause a change of control, potentially affecting the company's ability to use net operating loss carryforwards and resulting in the resignation or removal of current officers and directors[204].

IPO and Financial Proceeds - The company completed its initial public offering (IPO) on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit[106]. - An additional $22.5 million was generated from the full exercise of the underwriters' overallotment option[106]. - The company incurred transaction costs of $17,771,253 related to the IPO and overallotment, which included $3,450,000 in underwriting discounts[106]. - The company placed $174,225,000 in a Trust Account following the IPO, which is intended for future business combinations[109]. Financial Performance - As of September 30, 2021, the company reported a net loss of $67,295 for the three months ended, primarily due to formation and operating costs[111]. - For the nine months ended September 30, 2021, the net loss was $72,647, reflecting similar cost structures[112]. - The company had $539,610 in its operating bank account and working capital of $757,200 as of September 30, 2021[113]. Future Commitments and Financial Adjustments - A commitment letter was signed by the sponsor to provide loans of up to $1.5 million for transaction costs related to a future business combination[114]. - The company restated its financial statements to classify 1,082,716 shares of Class A common stock as temporary equity instead of permanent equity[117]. - The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds upon the completion of the initial business combination[129]. Market Risk Disclosures - No quantitative and qualitative disclosures about market risk are required for smaller reporting companies[132].

Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the transition period from to Commission File No. 001-40743 CENAQ Energy Corp. (Exact name of registrant as specified in its charter) Delaware 85-1863331 (State or other jurisdiction of inc ...