Current Report Filing (8-k)
26 August 2022 - 2:34PM
Edgar (US Regulatory)
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2022-08-23
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2022-08-23
2022-08-23
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2022-08-23
2022-08-23
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CENQ:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2022-08-23
2022-08-23
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 23, 2022
CENAQ Energy Corp.
(Exact name of registrant as specified
in its charter)
Delaware |
|
001-40743 |
|
85-1863331 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
4550 Post Oak Place Dr., Suite 300
Houston, TX |
|
77027 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (713) 820-6300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
Title of
each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one share of Class A common stock and three-quarters of one warrant |
|
CENQU |
|
The NASDAQ Stock Market LLC |
|
|
|
|
|
Class A common stock, par value $0.0001 per share |
|
CENQ |
|
The NASDAQ Stock Market LLC |
|
|
|
|
|
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
CENQW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On August 23, 2022,
CENAQ Energy Corp. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq
Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the Nasdaq Listing Rule 5250(c)(1)
as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Q2
Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).
Nasdaq informed the
Company that, under Nasdaq listing rules, the Company has 60 calendar days, or until October 24, 2022, to submit a plan to regain compliance
with respect to the delinquent Q2 Form 10-Q. If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar
days from the due date of the Q2 Form 10-Q, or until February 23, 2023, to regain compliance.
The Company may regain
compliance prior to this deadline by filing the Q2 Form 10-Q. The Company filed the Q2 Form 10-Q on August 25, 2022.
| Item 7.01 | Regulation FD Disclosure. |
On August 26, 2022,
the Company issued a press release regarding the foregoing matters. The press release is furnished hereto as Exhibit 99.1.
The information in Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the
Exchange Act, unless it is specifically incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
CENAQ ENERGY CORP. |
|
|
|
|
By: |
/s/ J. Russell Porter |
|
Name: |
J. Russell Porter |
|
Title: |
Chief Executive Officer |
Dated: August 26, 2022
2
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