CENQU CENAQ Energy Corporation

In connection with the preparation of its financial statements as of September 30, 2021, CENAQ Energy Corp. (the “Company”) reevaluated the classification of its shares of Class A common stock and concluded that it is appropriate to restate the presentation of Class A common stock subject to possible redemption to reflect all shares of Class A common stock issued to the public in connection with the Company’s initial public offering (the “Public Shares”) as temporary equity. The Company previously recorded the shares of Class A common stock subject to possible redemption to be equal to the redemption value of such shares, while also taking into consideration the requirement in the Company’s amended and restated certificate of incorporation that redemptions cannot result in net tangible assets falling below $5,000,001 (the “Minimum Net Tangible Assets Requirement”). The Company had therefore recorded a portion of the Public Shares as permanent equity. Upon further evaluation, the Company has determined that the Public Shares include certain redemption features that are not solely within the control of the Company. Under Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from Equity, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified as temporary equity, regardless of the Minimum Net Tangible Assets Requirement.

Therefore, on November 23, 2021, the Company’s management and audit committee of the board of directors (the “Audit Committee”) concluded that the Company’s audited balance sheet as of August 17, 2021, as reported in the Company’s Current Report on Form 8-K filed on August 23, 2021 should be restated to report all Public Shares as temporary equity. Considering such restatement, such balance sheet, as well as the relevant portions of any communication which describes or are based on such balance sheet, should no longer be relied upon. There has been no change in the Company’s total assets, liabilities or operating results as a result of such restatement.

The Company has reflected such restatement in its Quarterly Report on Form 10-Q for the quarter-ended September 30, 2021 (the “Quarterly Report”), as filed with the Securities and Exchange Commission (the “SEC”).

The Company’s management and Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm.