On August 12, 2022, CENAQ
Energy Corp. (“CENAQ”) issued a press release announcing that its board of directors has elected to extend the date by which
CENAQ has to consummate a business combination from August 17, 2022 to November 16, 2022 (the “Extension”), as permitted under
CENAQ’s third amended and restated certificate of incorporation. CENAQ must complete an initial business combination within 12 months
from the closing of its initial public offering on August 17, 2021 (the “Initial Combination Period”), which may be extended
by three months if it files a proxy statement, registration statement or similar filing for an initial business combination within the
Initial Combination Period. CENAQ filed a preliminary proxy statement in connection with its previously announced business combination
with Bluescape Clean Fuels Intermediate Holdings, LLC (“Bluescape”) with the Securities and Exchange Commission (the “SEC”)
on August 12, 2022. The Extension provides CENAQ with additional time to complete its initial business combination.
CENAQ may elect to extend
the period to consummate an initial business combination for another three months from November 17, 2022 to February 16, 2023 if CENAQ
Sponsor LLC deposits 1% of the gross proceeds of CENAQ’s initial public offering, or $1,725,000, into CENAQ’s trust account
for its public stockholders.
A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Important Information
About the Business Combination and Where to Find It
In connection with the
proposed business combination, CENAQ has filed with the SEC a preliminary proxy statement. CENAQ also plans to file other documents with
the SEC regarding the proposed transaction. After the proxy statement has been cleared by the SEC, a definitive proxy statement will be
mailed to the shareholders of CENAQ. SHAREHOLDERS OF CENAQ ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Shareholders are able
to obtain free copies of the proxy statement and other documents containing important information about CENAQ and Bluescape once such
documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
CENAQ and its directors
and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of CENAQ in connection with
the proposed transaction. Bluescape and its officers and directors may also be deemed participants in such solicitation. Information about
the directors and executive officers of CENAQ is set forth in CENAQ’s Annual Report on Form 10-K filed with the SEC on March 30,
2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, are contained in the proxy statement and other relevant materials to be filed with the SEC when they
become available.
Forward-Looking Statements
The information included
herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of present or historical fact included herein, regarding the proposed business combination, CENAQ’s and Bluescape’s
ability to consummate the transaction, the benefits of the transaction, CENAQ’s and Bluescape’s future financial performance
following the transaction, as well as CENAQ’s and Bluescape’s strategy, future operations, financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including
any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,”
“believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,”
the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. These forward-looking statements are based on CENAQ and Bluescape management’s current
expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future
events. Except as otherwise required by applicable law, CENAQ and Bluescape disclaim any duty to update any forward-looking statements,
all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. CENAQ
and Bluescape caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to
predict and many of which are beyond the control of CENAQ and Bluescape. These risks include, but are not limited to, general economic,
financial, legal, political and business conditions and changes in domestic and foreign markets; the inability of the parties to successfully
or timely consummate the proposed transactions or to satisfy the closing conditions, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company; the risk that
the approval of the stockholders of CENAQ for the proposed transactions is not obtained; the failure to realize the anticipated benefits
of the proposed transactions, including as a result of a delay in its consummation; the amount of redemption requests made by CENAQ’s
stockholders; the occurrence of events that may give rise to a right of one or both of CENAQ and Bluescape to terminate the definitive
agreements related to the proposed business combination; the risks related to the growth of Bluescape’s business and the timing
of expected business milestones; and the effects of competition on Bluescape’s future business. Should one or more of the risks
or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove
incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. There may be additional
risks that neither CENAQ nor Bluescape presently know or that CENAQ and Bluescape currently believe are immaterial that could cause actual
results to differ from those contained in the forward-looking statements. Additional information concerning these and other factors that
may impact CENAQ’s expectations and projections can be found in CENAQ’s periodic filings with the SEC, including CENAQ’s
Annual Report on Form 10-K filed with the SEC on March 30, 2022, any subsequently filed Quarterly Report on Form 10-Q and the preliminary
proxy statement filed on August 12, 2022. CENAQ’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business
combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.