Item 8.01 Other Events.
On
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
Participants in the Solicitation
CENAQ and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders 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
1 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, 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
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release datedDecember 12, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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