Carter Ledyard & Milburn llp | ||
Counselors at Law | ||
Guy P. Lander Partner • Direct Dial: 212-238-8619 E-mail: lander@clm.com | 2 Wall Street New York, NY 10005-2072 • Tel (212) 732-3200 Fax (212) 732-3232 |
New York, NY 10022-6856 (212) 371-2720 |
June 21, 2021 |
VIA EDGAR AND ELECTRONIC MAIL
Ms. Julia Griffith
Division of Corporation Finance
Office of Finance
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: | CENAQ Energy Corp. Registration Statement on Form S-1/A |
Filed June 21, 2021
File No. 333-253695
On behalf of CENAQ Energy Corp., a Delaware corporation (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended, one complete copy of the Company’s Amendment No. 2 to Registration Statement on Form S-1 (the “Amendment”), for the registration of the Company’s securities, including one complete copy of the exhibits listed as filed therewith.
In the overall context of the Registration Statement, the Amendment is limited to a few discrete items and deals mainly with the following:
1. | A revised warrant agreement to account for equity treatment; | |
2. | A $1.5 million increase in the trust funding amount; | |
3. | An issuance of Representative Shares and Private Placement Warrants for the Underwriters; | |
4. | A shortening of the business combination period to 18 months (under certain terms); and | |
5. | The removal of one director nominee. |
The Company respectfully requests the Staff’s review of the Amendment on an expedited basis because the Registration was previously cleared, the limited nature of these changes and the Company’s desire to complete its initial public offering quickly based on current market conditions.
Very truly yours, | |
/s/ Guy P. Lander | |
Guy P. Lander |