CENAQ Energy and Bluescape Clean Fuels Intermediate Holdings, a private company that supplies gasoline derived from renewable feedstocks, announced a definitive business combination agreement at a pro forma enterprise value of $280 million.
If approved, upon closing the combined company will be named Verde Clean Fuels and list on the Nasdaq under the symbol VGAS.
The business combination has a pro forma equity value of approximately $500 million, assuming no redemptions. Bluescape will receive shares of Verde Clean Fuels as consideration. In connection with the transaction, investors led by Arb Clean Fuels Management and Bluescape Holdings have committed to invest $80 million in a PIPE at $10 per share. The proceeds will be used to fund Verde Clean Fuels’ initial facility as well as future renewable gasoline facilities currently under development. CENAQ said it may also raise additional capital prior to closing.
Assuming no redemptions, the ownership structure following the merger is expected to be approximately: 46.5% Bluescape, 10.4% PIPE shareholders (other than Bluescape), 36.1% CENAQ public shareholders and 7% CENAQ’s sponsor. Read more.