Item 8.01 Other Events.
On December 12, 2022, CENAQ Energy Corp. (“CENAQ”)
issued a press release announcing several business updates regarding its previously announced business combination with Bluescape Clean
Fuels Intermediate Holdings, LLC, a Delaware limited liability company (“Bluescape”).
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 Securities and Exchange Commission (the “SEC”) a definitive proxy statement. CENAQ also plans to
file other documents with the SEC regarding the proposed transaction. The proxy statement has been cleared by the SEC, and a definitive
proxy statement has been mailed to the stockholders of CENAQ. STOCKHOLDERS 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. Stockholders 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 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 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, 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 definitive proxy statement filed on November
10, 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.